The Listening Academy, Inc. (“TLA”) provides therapy products to qualified service providers for non-exclusive, licensed use on the terms of this Agreement in the delivery of therapy programs. As a term of both the application to be a service provider process and as a fundamental term of being designated and operating as a Qualified Service Provider (“QSP”), any and all use of the TLA systems and materials in any format whatsoever, shall be governed by this Agreement.
All TLA website content, software, and materials (“TLA Materials”) are, unless otherwise indicated, the property of TLA and/or its subsidiaries, affiliates, and assigns. The TLA website and TLA Materials are protected by Canadian and international laws on copyright, trade secrets and trademarks.
Use of TLA’s website and TLA Materials does not constitute a transfer of intellectual property or any other rights to you. Subject to the terms and conditions of this Agreement, TLA grants, and the User accepts, a non-exclusive, non-assignable licence under TLA’s intellectual property rights to permit the User to use the TLA Materials as expressly provided in this Agreement only for the purposes of therapy programs. TLA Materials may not be used, co-opted, copied, modified, distributed, republished, exploited commercially, or posted in or on any public or other social media threads in any manner whatsoever without the prior express written consent of TLA. In any event where such prior express written consent is obtained from TLA, it is hereby agreed and understood that TLA shall retain all rights and title to and ownership of the TLA Materials including the materials covered by such consent and shall, furthermore, retain authority to revoke such consent and issue notices to have any and all offending content, materials, and references to TLA and TLA Materials removed, deleted, or destroyed. TLA may issue notices by way of any mode or means of communication; such mode and/or means shall be deemed sufficient notice of demand.
Notwithstanding the above, TLA may permit QSPs, their clients, and other site users (“Users”) to establish html links to the TLA site on condition that TLA is notified of such links at info@CAPDOTS.COM or at email@example.com. Such html links shall not include the use or framing of TLA site, systems, or materials in such as way as to mask or remove the trademarks, identity, or other identifying features of the materials as being the property of TLA. No TLA source code, regardless of format, may be used for any other purpose other than as intended on TLA’s site and in TLA’s systems; this code is protected by copyright.
TLA expressly disclaims all warranties, express or implied, and representations with respect to its website, systems and materials, which are provided to QSPs and other Users on an “AS IS” basis. TLA does not warrant that TLA Materials shall be error-free or that use shall be uninterrupted and/or shall meet the requirements of the User, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by TLA shall create a warranty with respect to the TLA Materials. QSPs and other Users are responsible for determining the accuracy, completeness, and suitability of the TLA Materials for the use or uses that they intend.
As part of its ongoing research to improve existing products and to develop new therapy products, TLA will gather statistical and other non-individual-identifiable information and measures from Users of TLA Materials; Users hereby acknowledge and agree to such information gathering by TLA.
Notwithstanding the foregoing, all Users, whether past or present, hereby acknowledge and agree that TLA and its affiliates may, from time to time, communicate to any and all Users directly or indirectly regarding information related to TLA and/or its affiliates. Where applicable, should any User choose to opt out from receiving any TLA communications, such User and, where applicable, his or her Organization, shall have their access to TLA’s Materials suspended until such time as the User opts in to receive TLA communications.
TLA, its officers, employees, agents, suppliers and contractors shall in no event be liable for any claims, charges, demands, loss of profits, saving or goodwill, loss or inaccuracy of data, loss caused by any electronic viruses, or any indirect punitive, exemplary, incidental, third-party claims, special or consequential damages (whether in contract, tort, including negligence, or otherwise) that result from the use of TLA Materials, including but not limited to inability to use, even if TLA or an authorized TLA representative has been advised of the possibility of such damages.
All Users of TLA’s site Materials, including QSPs and their clients, indemnify and hold harmless TLA from and against any and all claims, charges, demands, damages, liabilities, losses and expenses of any nature however occurring (including reasonable legal and other professional fees) suffered or incurred by TLA directly or indirectly by reason of any act or omission of the User in breach of the terms and conditions, obligations, warranties and representations, express or implied, contained in this Agreement.
Any violation of this Agreement by the QSP or other User may result in, but may not be limited to, the revocation of QSP status and access to the site by the User, termination of this Agreement and the license of TLA intellectual property rights with immediate effect, and loss of use of the TLA Materials. Within 10 days of termination of this Agreement, the User shall cease all use of the TLA Materials and shall return to TLA all full or partial copies of the TLA Materials in the possession or control of the User (including all backup copies) or with the consent of TLA destroy all TLA Materials, including all versions in any tangible form, and provide TLA with written confirmation. Revocation, loss of site access and termination of this Agreement shall not limit any remedies at law available to TLA to rectify or make whole any violation.
This Agreement is governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada, and the parties expressly attorn to the exclusive jurisdiction of the courts of British Columbia.