Avametrics Terms Of Use 1.0
Effective 1/1/2015

Terms of Use

Please read these Terms carefully.

By participating, and responding to surveys you are agreeing to the Terms. This is a legal agreement. Let us start with the basics, including definitions that should help you understand this agreement. Your Doctor has agreed to participate in a revolutionary new way of mental health treatment. During consultations with your doctor, you have agreed to use Avametrics Services (“Avametrics” or the “Service”) to help provide you improved treatment and an enhanced relationship with your doctor. Avametrics is a web-based Software as a Service (SaaS) application offered through the URL www.avametrics.com (herinafter referred to as the “Website”) that allows you to receive and respond via links containing surveys (questions) sent to you on a daily, weekly, or monthly basis. Avametrics is owned and operated by Avalon Metrics, LLC, a Virginia limited liability corporation (which combined with our employees, independent contractors and representatives is “Avametrics”, “we”, or “us”). As a customer (or user) of the Service or a representative of an entity that is a user of the Service (such as a caregiver or teacher), you are a “Member” according to this agreement (or “you”). These Terms of Use (“Terms”) define the terms and conditions under which you’re allowed to use Avametrics.

ACCOUNT

Eligibility
In order to use Avametrics you must:

be at least eighteen (18) years old and able to enter into contracts;
complete the registration process; and
agree to the Terms;

By using Avametrics, you represent and warrant that you meet all the criteria stated above, and that you will not use Avametrics in a way that violates any laws or regulations or comprises any other members' information. Avametrics may refuse service, close accounts of any users, or change eligibility requirements at any time.

Term
The Term begins when you are registered by your doctor for Avametrics and have agreed to the Welcome email which continues as long as you use the Service. Agreeing to the Welcome email means that you have officially “signed” the Terms. If you additionally sign up for Avametrics for any or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.

Closing Your Account
You or Avametrics may terminate this Agreement at any time and for any reason by giving Notice to the other party (see the Privacy Policy or website for contact information). We may suspend our Service to you at any time, with or without cause. Once your account is terminated, we may permanently delete it and all the data associated with it. If you do not log in to your account for 12 or more months, we may treat your account as "inactive" and permanently delete it and all the data associated with it.

Changes
We reserve the right to change any of the Terms by posting revised Terms of Use on our Website and/or by sending an email to the email address within your account. Unless you terminate your account within ten (10) days, the new Terms will be effective immediately and apply to any continued or new use of Avametrics. We may change the Website, the Service, or any features of the Service at any time.

Account and Password
You are responsible for keeping your account name and password confidential. You are also responsible for the use of any account that you have access to, whether or not you authorized the use. You will immediately notify us of any unauthorized use of your accounts. We are not responsible for any losses due to stolen or hacked passwords. We do not have access to your current password, and for security reasons, we may only reset your password.

PAYMENT

Charges and Refunds

Monthly Plans: Our charges for monthly plans are posted on our Website and may be changed from time to time. If any part of a month is included in the Term, then payment is due for the full month. Monthly payments are due on the same day of the month that you signed up and made your first monthly payment (the “Pay Date”), or the closest day of that month to the Pay Date.

Annual Plans: Our charges for annual plans are posted on our Website and may be changed from time to time. Annual payments are due on the same day of the year that you signed up and made your first payment (the “Pay Date”), or the closest day of the year to the Pay Date.

Payment: As long as you are in the care of a Doctor, and have an outstanding balance with us, you must provide us with valid credit card information and authorize us to deduct the monthly or annual charges against that credit card. You must replace the information for any credit card that expires with information for a valid credit card. Anyone using a credit card represents and warrants that he or she is authorized to use that credit card, and that any charges may be billed to that credit card and will not be rejected.

Refunds: We will issue a refund for any prepaid amount if we stop providing our Services to you for a reason that is not laid out in these Terms or our Acceptable Use Policy. You will not be entitled to a refund from us under any other circumstances.

RIGHTS

Proprietary Rights Owned by Us
You shall respect our proprietary rights on the Website and the software used to provide Avametrics Services. Proprietary rights include, but are not limited to, any patents, trademarks, service marks, and copyrights.

Privacy Policy
We can only access, collect, use, and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms.

RULES AND ABUSE

General Rules

You shall follow these rules:

You will not share your password.
You will not try to decipher, decompile, disassemble, or reverse engineer any of the software on our Website, or in any way used or downloaded from the Website.

Reporting Violations
If you become aware that anyone is violating any of the Terms of this Website, please notify us immediately.

LIABILITY

Limitation of Liability
To the maximum extent permitted by law, you assume full responsibility for any loss resulting from your use of the Website and the Service. We will not be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they are based on negligence or we have been advised of the possibility of those damages.

No Warranties
To the maximum extent permitted by law, we provide the material on the Website and the Service AS IS. That means we do not provide warranties of any kind, either express or implied, including but not limited to, merchantability and fitness for a particular purpose.

Indemnity
You agree to indemnify and hold us and our Team harmless from any losses (including attorney fees) that result from any claims you make that are not permitted under these Terms due to a "Limitation of Liability" or other provision. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password behaved in a way that, if true, would violate any of these Terms.

Disclaimers
We are not responsible for the behavior of any third party, entity, or other Members.

Subpoena Fees
If we are required to provide information in response to a subpoena related to your account, then we may charge you for our costs for complying with that subpoena.

FINE PRINT

Assignments
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

Choice of Law and Forum
This Agreement shall be construed and interpreted according to the laws of the Commonwealth of Virginia, with the exception of conflict of law provisions that would cause this Agreement to be construed or interpreted under the law of any other state. Any action to enforce or construe the provisions of this Agreement may only be brought in the state courts located in Fairfax County, Virginia or, if jurisdiction is appropriate, in the federal courts located in Alexandria, Virginia. Any person or entity making a claim based upon this Agreement hereby waives the right to contest personal jurisdiction upon he, she, or it by any of those courts.

Force Majeure
We will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond the reasonable control of the Party affected. This includes, but is not limited to, acts of God, changes to laws or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, civil disorder, unusually severe weather conditions, acts of hackers or third party internet service providers, rebellion or sabotage. The Party suffering such occurrence shall immediately notify the other Party and any time for performance hereunder will be extended by the actual time of delay caused by any such occurrence.

Survivability
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Limitation of Liability, No Warranties, Indemnity, Choice of Law and Forum, Severability, and Entire Agreement.

Severability
If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

Interpretation
The headers are provided only to make this agreement easier to read and understand. The fact that we wrote these Terms won’t affect the way this Agreement is interpreted.

Amendments and Waiver
No amendment or change to these Terms will be effective until we post revised Terms on the Website. That aside, additional terms may apply to certain features of the Service (the "Additional Terms"). The Additional Terms will be considered incorporated into these Terms when you activate the feature. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control. If we do not immediately take action on a violation of these Terms, we are not giving up any rights under the Terms, and we may still take action.

No Changes in Terms at Request of Member
You are one of many users of our Service. We cannot change these Terms for any one Member or group of Members. Keeping up with the changes would be a logistical nightmare. Sorry, but no changes, no exceptions.

Further Actions
You will need to provide all documents and take any actions necessary to meet your obligations under these Terms.

Notification of Security Breach
In the event of a security breach that may affect you or any other entity, we will notify you of the breach and provide a description of what happened.

Notices
Any notice to you will be effective when we send it to the last email or physical address provided by you or your doctor. Any notice to us will be effective when delivered to us along with a copy to our Registered Agent, or any addresses as we may later post on the Website.

Entire Agreement
These Terms, our Privacy Policy (which is incorporated into these Terms by reference), and any Additional Terms you have agreed to embody the entire agreement and understanding of the parties, and supersede all prior agreements, representations, and understandings.