Terms for Professional Use of Courses and Materials
The following Terms for Professional Use of Courses and Materials (the “Professional Use Terms”) shall govern the use of AT Parenting Survival™/Anxious Toddlers™ Child Therapy courses, as well as all associated worksheets, videos, content and material (collectively, the “Courses and Materials”), by you and/or the practice that you represent (“Practice,” “you” or “your”). The Courses and Materials are made available by Anxious Toddlers LLC (“Company,” “we,” “our” or “us”). Please review the Professional Use Terms carefully. Capitalized terms that are used but not defined herein shall have the meaning set forth in the AT Parenting Survival™/Anxious Toddlers™ Mobile Application End-User License Agreement and Website Terms and Conditions (“Site/EULA Terms”), as made available on the websites located at anxioustoddlers.com, atparentingcommunity.com, atparentingsurvival.com, atparentingsurvivalschool.com, atparentingsurvivalseries.com, childocdtherapist.com, ocdcarddeck.com and socialanxietyreality.com (collectively, the “Site”).
1.Company Agreements.
The Courses and Materials, and you and your Practice’s use of the Courses and Materials, shall be governed by all applicable Company agreements including, without limitation, the Site/EULA Terms, the AT Parenting Survival™/Anxious Toddlers™ Website Privacy Policy (“Privacy Policy”) and the AT Parenting Survival™/Anxious Toddlers™ Website Disclaimer (“Website Disclaimer”) (collectively, the “Company Agreements”). These Professional Use Terms are hereby incorporated into the Company Agreements, and any and all terms and conditions contained therein shall apply to these Professional Use Terms. Without limiting the foregoing, the Sections of the Site/EULA Terms entitled, “Disclaimer of Warranties,” “Limitation of Liability” and “Dispute Resolution Provisions” shall apply to the Courses and Materials and all other matters related to these Professional Use Terms. Where there is a conflict between the terms and conditions of these Professional Use Terms and those of the Company Agreements, to the extent that they apply to the Courses and Materials, these Professional Use Terms shall govern in all respects.
Please review these Professional Use Terms, and all applicable Company Agreements, carefully, prior to utilizing the Courses and Materials. If you do not agree to the terms of these Professional Use Terms, and all applicable Company Agreements, in their respective entirety, you are not authorized to register for, or utilize, the Courses and Materials.
2. How to Obtain the Courses and Materials for Use in Your Practice.
In order to obtain access to the Courses and Materials for use in your Practice, you must purchase access to the Courses and Materials on the Site by selecting the applicable “Professional Use” option during checkout. The Courses and Materials are available either via a one-time Professional Use purchase (“One-Time Purchase”), or as part of a recurring Membership with Professional Use authorization (“Professional Use Membership”).
3. License; Proprietary Rights; Restrictions.
(a) Subject at all times to the terms, conditions and restrictions contained in these Professional Use Terms and the Company Agreements, Company grants to you, during the Authorized Period (as defined below) only, a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to incorporate the Courses and Materials in your private practice (collectively, “Permitted Activities”) serving child therapy patients (“Patients”). In connection with: (i) a One-Time Purchase, the “Authorized Term” shall mean in perpetuity; and (ii) a Professional Use Membership, the “Authorized Term” shall mean solely for the duration of the underlying Membership; provided, however, that Company may terminate the Authorized Term at any time where you are in breach of these Professional Use Terms and/or the Company Agreements.
(b) All intellectual property rights in and to the Courses and Materials including, but not limited to, all data, copyrights, trade secrets, content, concepts, know-how, tools, methodologies, processes, models, documentation, training material, enhancements, derivative works and other proprietary rights, and any copy, translation, modification, adaptation, or derivation of same, including any improvement or development thereof (collectively, “Company IP”) are and shall remain at all times the sole and exclusive property of Company. You/Practice shall not (and shall not permit any third party) to directly or indirectly: (i) use any Company IP to create any course material, application, service, product, or offering that is similar to the Company IP; (ii) encumber, pledge, resell, transfer, rent, lease, time-share or otherwise use the Company IP for the benefit of any third party; (iii) modify, adapt, create derivative works of or otherwise make changes to any aspect of the Company IP; (iv) use the Company IP in violation of any Applicable Law (as defined below), rule or regulation; (v) use the Company IP in connection with infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (vi) add any logo or identifier of you, your Practice or any third party, or alter, attempt to bypass, destroy, conceal, or remove any notices (including trademark and copyright notices), digital rights tools or management information, security or control measures associated with any Company IP; (vii) access or use Company IP in any way, by any means, or for any purpose that is not specifically allowed by this Agreement; (viii) access or use any Company IP in a way that interferes with or threatens, damages, disrupts, compromises or degrades the integrity, functionality, operation, performance or security of the Company IP; or (ix) copy any features, functions, integrations, interfaces or graphics of the Company IP. For clarity, and without limiting any of the foregoing, no content associated with the Courses and Materials may be used by you to create a competitive offering.
(c) You acknowledge and agree that you acquire no ownership right, title, or interest in or to the Company IP beyond the limited Permitted Activities as expressly granted herein. All rights not expressly granted by Company to you in connection with the Permitted Activities under this Agreement are reserved by Company. No additional rights are granted to you by implication, estoppel or otherwise.
(d) You shall not take any action that jeopardizes Company’s proprietary rights in and/or to the Company IP. Without limiting the foregoing, you shall not, during the Authorized Term or at any time thereafter, and subject to any use that does not violate Applicable Law or infringe upon Company’s intellectual property or other proprietary rights, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of/to any right, title or interest of Company in and/or to any Company IP (including, without limitation, trade secrets, copyrights and/or trademarks), whether by way of: (i) an application for and/or an opposition against any intellectual property rights relating to the Company IP; (ii) adoption of any intellectual property rights confusingly similar to, or that infringes upon, any of the Company IP; or (iii) any lawsuit, cancellation proceeding or action, or otherwise. You shall not represent in any filing, presentation, document or other statement, whether written or verbal, that you, your Practice or any third party is the owner of the Company IP, and you shall not use or display any of the foregoing except as expressly permitted herein
4. Termination.
Company may terminate your access to the Courses and Materials where you and/or your Practice: (a) violate these Professional Use Terms and/or any of the Company Agreements; (b) violate(s) or infringe(s) upon the rights of any third party individual and/or entity; and/or (c) engage(s) in any Prohibited Conduct (as defined below), fraudulent conduct or improper behavior in connection with your use of the Courses and Materials.
5. Legal Compliance.
Your activities, and those of your Practice, associated with use of the Courses and Materials, and the materials used by you in connection with same, must at all times, comply with all applicable federal and state laws, rules and regulations including, without limitation, those governing professional conduct, confidentiality, mandated reporting of child abuse, requirements for licensure, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) (including regulations and rules relating to HIPAA and the HITECH Act), any other state and local patient privacy rules, any state and federal laws applicable to minors’ rights to mental health treatment (collectively, “Applicable Laws”).
6. Indemnification.
You agree to indemnify and hold Company, its parent and subsidiaries, and each of their respective members, officers, directors, employees, brokers, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) the improper and/or unauthorized use of the Courses and Materials by you and/or your Practice; (b) your and/or your Practice’s breach of these Professional Use Terms and/or any Company Agreements; (c) any dispute between you and/or your Practice and any Patient and/or other third party(ies); and/or (d) the violation of any rights of another individual and/or entity by you and/or your Practice. The provisions of this Section 6 are for the benefit of the Covered Parties (as defined in the Site/EULA Terms). Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
7. Modification/Termination of the Courses and Materials and/or Professional Use Terms.
Company may modify these Professional Use Terms and/or terminate your right to use the Courses and Materials at any time, in its sole discretion, by posting amended Professional Use Terms, or a termination notice, by and through the Site, or by sending an e-mail to the address associated with you and/or your Practice. Such notice shall be effective immediately after it is posted or e-mailed, as applicable. If any such modification is unacceptable to you, your only recourse is to cease use of the Courses and Materials.