IMPORTANT- READ CAREFULLY: THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND BEHAVIORAL RESEARCH GROUP, LLC ("BRG") FOR USE OF behaviorinsight.com (THE “WEBSITE") AND BRG SERVICES (COLLECTIVELY, THE "SERVICES"). “YOU” REFERS TO THE INDIVIDUAL WHO REGISTERED AND/OR PROVIDED BRG HIS OR HER INFORMATION OR MATERIALS OR, IF AN AUTHORIZED INDIVIDUAL IS UTILIZING THE SERVICES ON BEHALF OF AN ENTITY, THEN “YOU” REFERS TO SUCH ENTITY. YOUR USE OF THE WEBSITE IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS. THE SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE. BY ACCEPTING THIS AGREEMENT, YOU ASSERT THAT ANY FILES, NOTES, MATERIALS, VIDEOS, PHOTOGRAPHS, DIGITAL FILES, DOCUMENTS, DATA, SPREADSHEETS, FORMULAS OR ALGORITHMS, REPORTS, COMMUNICATIONS AND OTHER INFORMATION TRANSMITTED THROUGH THE WEBSITE TO BRG OR BY ANY OTHER MEANS WERE OBTAINED LEGALLY IN COMPLIANCE WITH STATE AND FEDERAL LAWS AND YOUR OWNERSHIP AND SUBMISSION TO BRG IS ALSO PERMISSIBLE BY STATE AND FEDERAL LAWS.
The Services provided by BRG are offered for informational and entertainment purposes only and are not intended to be a replacement for an evaluation by a professional. By using and accessing the information on this Website, You agree to waive any rights to hold BRG, or any individual and/or group associated with this Website, liable for any damage that may result from the use of the information presented here. Information and materials on this Website or elsewhere provided by BRG is not to be construed as diagnosis, counseling, psychological intervention or consultation, psychological assessment, prescription or the “practice of psychology” or “professional psychological services” as defined by the State of New Jersey, as the application of psychological principles and procedures in the assessment, counseling or psychotherapy for the purposes of “promoting optimal development of potential” or “ameliorating personality disturbances and maladjustments.”
1. SERVICES. BRG will provide the Services in accordance with this Agreement. BRG may at its sole discretion modify the features of the Services from time to time without prior notice.
2. REGISTERED USERS. You agree to provide complete, accurate and up-to-date information as requested on the applicable BRG file submission page for each user uploading a file to receive Services (each a “Registered User”).
3. SCOPE OF USE. Subject to the terms and conditions of this Agreement, BRG hereby grants You a non-exclusive, non-transferable license to access the Services solely for personal reference or entertainment of Registered Users. You shall not and shall ensure that each Registered User does not modify, make derivative works of, disclose, resell distribute, or make any commercial use of any text, image, data or other content available via the Website or the Services, by any means or in any form, without the prior written consent of BRG. You may not present, display, or provide the Services in large group, training, or presentational settings. You shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Website, Services, or any network or networks connected to the Services or security systems. You further agree and will require all Registered Users to agree not to offer any product or service or conduct any income-generating activities based on the content of the Services.
4. THIRD-PARTY LINKS. BRG makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of websites accessible by hyperlink from this Website, or websites linking to this Website. The linked websites are not under the control of BRG and BRG is not responsible for the content of any linked website or any link contained in a linked website, or any review, changes or updates to such websites. BRG is providing these links to You only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by BRG of the website or any information contained therein. When leaving BRG Website, You should be aware that BRG's terms and policies no longer govern, and, therefore, You should review the applicable terms and policies, including privacy and data gathering practices, of that website. Such websites may be governed by legal notices and privacy policies which differ from those of this Website.
5. PASSWORDS. You are responsible for safeguarding the password that You use to access the Services and for any activities or actions under Your password. We encourage You to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with Your account. BRG cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.
5. CHARGES. You agree that BRG may charge to Your credit card or other payment mechanism selected by You and approved by BRG (“Your Account”) all amounts due and owing for the Services, including Service fees, set up fees, subscription fees, overage fees, conferencing fees, or any other fee or charge associated with Your use of the Services. BRG may change prices at any time without prior notice and such new prices will apply to charges incurred by Your Account thereafter. You agree that in the event BRG is unable to collect the fees owed to BRG for the Services through Your Account, BRG may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by BRG in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that BRG may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You will pay (and will reimburse BRG if BRG is required to pay) all taxes associated with this Agreement and the Services, excluding taxes based on BRG’s net income.
6. PROPRIETARY RIGHTS. BRG and/or its suppliers, as applicable, retain ownership of all proprietary rights in and to the Services and all trade names, trademarks and service marks associated or displayed with the Services. You will not remove, deface or obscure any of BRG's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Services.
7. TERMINATION. BRG reserves the right, without notice and in its sole discretion, to terminate this Agreement, and to block or prevent future access to and use of the Website and the Services. Sections 6 through 12, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services.
8. PROPRIETARY INFORMATION. You acknowledge that the Services contain valuable proprietary information of BRG (“Proprietary Information.”) You will maintain all such Proprietary Information in strict confidence and will not disclose it to third parties during or at any time subsequent to the term of this Agreement. You will not use any such Proprietary Information except in connection with the receipt of Services hereunder. You specifically agree not to use any Proprietary Information to provide products or services substantially similar to the products or services of BRG. If You are an entity, You will take every such action with Your Registered Users necessary to effectuate the intent of this Section, including without limitation entering into a written confidentiality agreement with such individuals containing terms no less restrictive than those contained in this Section. You acknowledge that any use of the Services or Proprietary Information contrary to this Agreement may cause irreparable injury to BRG, and under such circumstances BRG will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
9. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND BRG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. BRG MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND/OR REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. BRG MAKES NO WARRANTY THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRG BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DEFAMATION, LIBEL, SLANDER OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THIS AGREEMENT, THE WEBSITE, OR THE SERVICES OR MATERIALS SUPPLIED HEREUNDER, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF BRG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BRG'S MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BEHAVIORINSIGHT.COM OR BRG BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM PERSONAL INJURY, LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PERSON OR PROPERTY, EVEN IF BRG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED ON THE WEBSITE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT.
11. INDEMNIFICATION AND HOLD HARMLESS. You agree to indemnify, defend and hold harmless BRG its officers, directors, members, employees, consultants, and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Your use of the Website or the services or Your violation of this agreement. You agree to defend, indemnify and hold harmless, to the extent permitted by state and federal laws, the owners and creators of behaviorinsight.com and related parties from any claims and expenses, including attorney's fees, related to any violation of this Agreement by Your use of the Website, or in connection with the placement or transmission by you of any material.
You agree not to use this Website to:
a. Upload, post, email or otherwise transmit any text, documents, files or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion);
b. Harm minors in any way;
c. Impersonate any person or entity, including, but not limited to, a director, officer, member, employee, shareholder, agent or representative of BRG, the Website, our affiliates or any other person or entity, or falsely state or otherwise misrepresent Your affiliation with BRG, the Website, our affiliates or any other person or entity;
d. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through this Website;
e. Upload, post, email or otherwise transmit any Postings or other materials that You do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. Upload, post, email or otherwise transmit any postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
g. Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
h. Upload, post, email or otherwise transmit any postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. Interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
j. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
k. "Stalk" or otherwise harass another user or employee of this Website; or
l. Collect or store personal data or attempt to collect or store personal data about other users of the Website.
13.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of New Jersey, U.S.A., as applied to agreements entered into and to be performed in New Jersey by New Jersey residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Bergen County, New Jersey.
13.2 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same legal and economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
13.3 General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. BRG may change the terms of this Agreement at any time by posting modified terms on its Website. You may not assign or transfer this Agreement or any rights hereunder without the prior written consent of BRG. All notices or other correspondence to BRG under this Agreement must be sent to the BRG contact information provided on the Website, or other address as provided by BRG for such purpose. Any and all rights and remedies of BRG upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on BRG, and the exercise of any one remedy will not preclude the exercise of any other.
14.1 Personal Identification Information. BRG may collect personal identification information from users in a variety of ways, including, but not limited to, when users visit the Website, register on the Website, fill out a form, and in connection with other activities, services, features or resources available on the Website. Users may be asked for, as appropriate, name, email address, phone number. Users may, however, visit the Website anonymously. BRG will collect personal identification information from users only if voluntarily submitted to BRG. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Website related activities.
14.2 Non-Personal Identification Information. BRG may collect non-personal identification information about users whenever they interact with the Website. Non-personal identification information may include the browser name, the type of computer and technical information about users means of connection to the Website, such as the operating system and the internet service providers utilized and other similar information.
14.4 How We Use Collected Information. BRG collects and uses users personal information for the following purposes:
a. To personalize user experience. BRG may use information in the aggregate to understand how our users as a group use the services and resources provided the Website,
b. To improve the Website. BRG continually strives to improve Website offerings based on the information and feedback received,
c. To process transactions. BRG may use the information users provide about themselves when placing an order only to provide service to that order. BRG does not share this information with outside parties except to the extent necessary to provide the service,
d. To administer a contest, sweepstakes, promotion, survey or other Website feature.
e. To send users information they agreed to receive about topics BRG members believe will be of interest to them, and
f. To send periodic emails. The email address users provide for order processing, will only be used to send them information and updates pertaining to their order. It may also be used to respond to their inquiries, and/or other requests or questions. If a user decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the user would like to unsubscribe from receiving future emails, they may do so by contacting us via the Website.
14.5 How BRG Protects Your Information. BRG adopts appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on the Website.
14.6 Sharing Your Personal Information. BRG does not sell, trade, or rent users personal identification information to others. BRG may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with business partners, trusted affiliates and advertisers for the purposes outlined above. BRG may use third party service providers to help us operate our business and the Website or administer activities on BRG's behalf, such as sending out newsletters or surveys. BRG may share Your information with these third parties for those limited purposes provided that You have given us Your permission.
14.7 Third Party Websites. Users may find advertising or other content on the Website that link to the sites and services of our partners, suppliers, advertisers, sponsors, licensors and other third parties. BRG does not control the content or links that appear on these sites and are not responsible for the practices employed by websites linked to or from the Website. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to the Website, is subject to that website's own terms and policies.
This document was last updated on July 17, 2012.