Subscription Agreement

previdence®

Intelligent Mental Wellness Platform

Previdence Subscription Agreement


Table of Contents

  1. Contracting Party
  2. Subscriptions; Content and Services
  3. Licenses
  4. Your Account
  5. Ownership of Content and Services
  6. Purchasing and Payment
  7. Term, Termination, and Suspension
  8. Warranties
  9. Miscellaneous
  10. Definitions

This Previdence Subscription Agreement (“Agreement”) is a legal document that explains your rights and obligations as a subscriber of Previdence content and services from Previdence Corporation (“Previdence”). Please read it carefully.

This Subscription Agreement is between the (se or renewal, you individually (“you” or “your”), and Previdence Corporation (“Previdence”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Services Terms, the SLAs, and the Offer Details for your Subscription or renewal (together, the “Agreement”). It is effective on the date we provide you sign this Agreement or with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable.

Overview

As part of these Services, Previdence will permit you to access and use the Services, including a browsers interface, data-encryption, transmission, access and storage. Your registration for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any Content available in the Previdence Portal incorporated by reference herein, including but not limited to the Previdence Privacy Policy and the Previdence Acceptable Use Policy. BY REGISTERING FOR OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT’S TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND PREVIDENCE CONCERNING THE SUBJECT MATTER HEROF AND SUPERSEEDS ALL PREPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNCIATIONS BETWEEN YOU AND PREVIDENCE RELATING TO THE SUBJECT MATTER HEROF. For reference, a Definitions at the end of this Agreement.

1. Contracting Party

a. For any interaction with Previdence your contractual relationship is with Previdence Corporation. Except as otherwise indicated at the time of the transactions, any transaction for subscriptions (as defined below) you make the Content or Services are being made from Previdence Corporation.

2. Subscriptions; Content and Services

a. Access.

As a Subscriber you may obtain access to certain services, software and content available to Subscribers. The Previdence client software suite and any other software, content, and updates you either download or access via Previdence, including but not limited to Previdence or third-party mental health services and health related content, and any virtual items you trade, sell or purchase in a Previdence Subscription Marketplace are referred to in the Agreement as “Content and Services”; the rights to access and /or use any Contents and Services accessible through Previdence are referred to in this Agreement as “Subscriptions.”

b. Potential Additional Terms.

Each Subscription allows you to access particular Content and Services. Some Subscriptions may impose additional terms specific to that Subscription (“Subscription Terms”). Also, the Subscription Terms, the Rules of Use, the Previdence Privacy policy (which can be found at (http://www.previdence.com/privacy) are binding on you once you indicate your acceptance of them or of this Agreement.

3. Licenses.

a. General Content and Services License.

Previdence hereby grants, and you accept, a non-exclusive license and right, to use the Content and Services for your personal, non-commercial use (except where commercial use is expressly allowed herein or in the applicable Subscription Terms). This license ends upon termination of (a) this Agreement of (b) a Subscription that includes the license.

The Content and Services are licensed, not sold. Your license confers no title or ownership in the Content and Services. To make use of the Content and Services, you must have a Previdence Account and you may be required to be running a Previdence software client and maintain a connection the Internet. For reasons that include, without limitations, system security, stability, and user interoperability.

Previdence may need to automatically update, pre-load, create new versions of or otherwise enhance the Content and Services and accordingly, the system requirements to use the Content and Services may change over time. You consent to such automatic updating. You understand that this Agreement (including applicable Subscription Terms) does not entitle you to future updates, new versions or other enhancements of the Content and Services associated with a particular Subscription, although Previdence may choose to provide such updates, etc. in its sole discretion.

b. Right to use.

We grant you the right to access and use the Services included with your Subscription, as further described in this agreement. We reserve all other rights.

c. Acceptable use.

You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Services Terms. You may not allow multiple users to directly or indirectly access any Previdence Services feature that is made available on a per-user basis.

d. End Users.

You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy (https://previdence.com/Legal/AcceptableUsePolicy) and the Subscriber Code of Conduct (https://previdence.com/Legal/Legal/CodeOfConduct).

e. Legal, Psychiatric, Psychological, or Medical Counsel and Advice.

These Services and Content are intended solely to provide general educational information about mental health and behavioral risk. These Services and Content are not intended to constitute legal or professional advice and should not be used or relied on as legal or professional advice. If legal, psychiatric, psychological, or medical advice is desired or needed, a licensed professional should be consulted.

4. Your Account.

a. Privacy & Security

Previdence’s Privacy Policy may be view at http://www.previdence.com/legal/privacypolicy. Previdence reserves the right to modify its privacy policy in its reasonable discretion from time to time. Note that Previdence will occasionally need to notify all users of the Services about important operational events. It is your responsibility to ensure that your contact information is current so such notifications can take place.

b. Your Customer Data.

You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating Previdence to you or to any third party. Previdence does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law. Previdence reserves the right to withhold, remove and/or discard Customer Data without notice to you for any breach, including, without limitation, your non-payment. Upon termination of this Agreement for cause, your right to access or sue Customer Data immediately ceases, and Previdence shall have no obligation to retain, maintain, or forward to you copies of any Customer Data; unless otherwise required by law.

c. Responsibility for Your Accounts.

You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.

d. Preview Releases.

We may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLAs and all limited warranties provided in this agreement. Previews may not be covered by customer support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into general availability.

e. Management Console for Previdence Services.

You may use the Previdence Services Management Console to manage the Services included with your subscription. Previdence Support is glad to assist you in configuring and administering the Previdence Services. You have the ultimate responsibility to configure and administer the Previdence Services. Your provision of Managed Services remains subject to the following limitations (and any other limitations in the Services Terms):

  1. you may not resell or redistribute the Previdence Services, and
  2. you may not allow multiple users to directly or indirectly access any Previdence Services or features that are made available on a per-user basis.
f. Administrator Assumption of Control.

If you use an email address provided by a organization you are affiliated with (e.g. an employer or school) to order a Service as an individual, you represent that you have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Services. In such a case, your organization’s designated administrator (your “admin”) may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. Previdence may inform you that your organization has assumed control of the Services covered by your Subscription, but Previdence is under no obligation to provide such notice. If your organization is administering your use of the Services or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator. If your organization is not administering your use of the Service or managing such tenant, direct your data subject requests and privacy inquiries to Previdence.

g. Shared Directory Data.

When you order a Service using an email address with a domain provided by an organization you are affiliated with (e.g. an employer or school), the Service adds you to a directory of users that share the same email domain. Your directory data (name, date of signup, and email address) may be visible to other users of Services within your organization’s email domain.

h. Additional Software for Use with the Services.

To enable optimal access to and use of certain Services, you may install and use certain Software in connection with your use of the Service as described in the Services Terms. We license Software to you on a subscription basis; we do not sell it to you. Proof of your software license subscription is (1) this agreement, (2) any order confirmation, and (3) proof of payment. Your rights to access Software on any device do not give you any right to implement Previdence patents or other Previdence intellectual property in software or devices that access that device.

5. Ownership of Content and Services.

a. Intellectual Property Ownership.

You herby agree that Previdence owns all right, title, and interest, including all related Intellectual Property Rights, in and to the Previdence Technologies, The Content, and the Service and any suggestions, ideas, enhancement request, feedback, recommendations, or other information provided by you or any other party relating to the Service. You agree that this Agreement is not a sale and does not convey to you any rights of ownership in, or related to, the Services, the Previdence Technologies, or the Intellectual Property Rights owned by Previdence including patent rights or trademark rights. The Previdence name, the Previdence logo, and the product names associated with the Services are trademarks of Previdence or third parties, and all rights associated with these trademarks are reserved by Previdence.

6. Purchasing and payment.

a. Payment Authorization.

When you provide payment information to Previdence or to one of its payment processors, you represent to Previdence that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize Previdence to charge your credit card or to process your payment with the chosen third-party payment processor for any Subscription or other fees incurred by you in the use of third-party services or software. Previdence may require you to provide your address or other information in order to meet their obligations under applicable tax law.

b. Responsibility for Charges Associated with Your Account.

As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends. If you cancel your Account, Previdence reserves the right to collect fees, surcharges or costs incurred before cancellation. Any delinquent or unpaid Accounts must be settled before Previdence will allow you to register again.

c. Available Subscription offers.

Previdence Subscriptions can be categorized as one or a combination of the following:

  1. Contract Offering or Subscription. You commit in advance to purchase a specific quantity of Services for use during a Term and to pay upfront or on a periodic basis in advance of use. With respect to Previdence Services, additional or other usage (for example, usage beyond your commitment quantity) may be treated as a Pay-per-usage Offering. Committed quantities not used during the Term will expire at the end of the Term.
  2. Pay-per-usage Offering (also called Pay-As-You-Go). You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a periodic basis in arrears.
  3. Limited or Trial Offering. You receive a limited quantity of Services for a limited term without charge (for example, as a trial Subscription or free account) or as part of another Previdence offering. Provisions in this agreement with respect to pricing, cancellation fees, payment, and data retention may not apply.
d. Ordering.
  1. By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Services are offered on an “as available” basis. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.
  2. Some offers may permit you to modify the quantity of Services ordered during the Term of a Subscription. Additional quantities of Services added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described in "Responsibility for Charges Associated with Your Account" of the "Purchasing and Payment" section of this agreement.
e. Pricing and payment.

Payments are due and must be made according to the Offer Details for your Subscription.

  1. For Contract Offering or Subscriptions, the price level may be based on the quantity of Services you ordered. Some offers may permit you to modify the quantity of Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Services will not be increased, as to your Subscription, from those posted in the Portal at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details, or for Previews or Non-Previdence Products. All prices are subject to change at the beginning of any Subscription renewal.
  2. For Pay-per-usage Offerings, pricing is subject to change at any time upon notice.
f. Renewal.
  1. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the Portal on the date on which your Subscription is renewed (the “Renewal Terms”). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.
  2. For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term.
  3. For Pay-per-usage Offerings, your Subscription will renew automatically for additional one-month terms until you terminate the Subscription.
  4. For Limited Offerings, renewal may not be permitted.
g. Eligibility for Academic, Government and Nonprofit versions.

You agree that if you are purchasing an academic, government or nonprofit offer, you meet the respective eligibility requirements listed at the following sites:

  1. For academic offers, the requirements for educational institutions (including administrative offices or boards of education, public libraries, or public museums) listed on the Portal at http://www.previdence.com/discount eligibility
  2. For government offers, the requirements listed at http://www.previdence.com/discount eligibility; and
  3. For nonprofit offers, the requirements listed at http://www.previdence.com/discount eligibility.

Previdence reserves the right to verify eligibility at any time and suspend the Service if the eligibility requirements are not met.

h. Taxes

Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.

If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.

7. Term, Termination, and Suspension.

a. Agreement term.

This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest or according to the Contract.

b. Subscription termination.

You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.

  1. One-Month Subscription. A Subscription having a one-month Term may be terminated anytime without any cancellation fee.
  2. Subscriptions of more than one-month. If you terminate a Subscription to Previdence Services within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided, and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a Subscription to Previdence Services at any other time during the term, you must pay for the remainder of the Term, and no refunds will be provided.
  3. Limited Offerings. Previdence may terminate your Subscription to a Limited Offering at any time during the Term immediately without notice.
  4. Other Subscriptions. For all other Subscriptions, if you terminate a Subscription before the end of the Term, you must pay a fee equal to one-month’s Subscription fee and you will receive a refund of any portion of the Subscription fee you have paid for the remainder of the Term; provided, however, no refunds will be provided for partially unused months.
c. Suspension.

We may suspend your use of the Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement; or (5) for Limited Offerings, the Subscription becomes inactive from your failure to access the Services as described in the Offer Details. If one or more of these conditions occurs, then:

  1. For Limited Offerings, we may suspend your use of the Services, your Subscription and your account immediately without notice.
  2. For all other Subscriptions, a suspension will apply to the minimum necessary part of the Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Services is suspended more than twice in any 12-month period.

8. Warranties.

  1. DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREVIDENCE AND ITS AFFILIATES AND SERVICE PROVIDERS EXPRESSLY DISCLAIM (I) ANY WARRANTY FOR PREVIDENCE, THE CONTENT AND SERVICES, AND THE SUBSCRIPTIONS, AND (II) ANY COMMON LAW DUTIES WITH REGARD TO PREVIDENCE, THE CONTENT AND SERVICES, AND THE SUBSCRIPTIONS, INCLUDING DUTIES OF LACK OF NEGLIGENCE AND LACK OF WORKMANLIKE EFFORT. PREVIDENCE, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNITED STATES UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED. ALSO, THERE IS NO WARRANTY OF TITLE, NON-INTERFERENCE WITH YOUR ENJOYMENT, OR AUTHORITY IN CONNECTION WITH PREVIDENCE, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, OR INFORMATION AVAILABLE IN CONNECTION THEREWITH.

    ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNITED STATES UNIFORM COMMERCIAL CODE IS EXPRESSLY DISCLAIMED.

  2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PREVIDENCE, ITS LICENSORS, NOR THEIR AFFILIATES, NOR ANY OF PREVIDENCE’S SERVICE PROVIDERS, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE PREVIDENCE, YOUR ACCOUNT, YOUR SUBSCRIPTIONS AND THE CONTENT AND SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL PREVIDENCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH PREVIDENCE, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE THE CONTENT AND SERVICES, SUBSCRIPTIONS OR ANY INFORMATION, EVEN IN THE EVENT OF PREVIDENCE’S OR ITS AFFILIATES’ FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF PREVIDENCE’S WARRANTY AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND LIABILITY EXCLUSIONS APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.

    BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, EACH OF PREVIDENCE, ITS LICENSORS, AND ITS AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

  3. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY THE LAWS APPLICABLE TO THESE TERMS, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LABOR DISPUTE, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR AN AUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, OR ACT OF GOD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

    TO THE EXTENT PERMITTED BY LAWS APPLICABLE TO THESE TERMS, IN NO EVENT SHALL PREVIDENCE OR ANY OF ITS AFFILIATES, AGENTS OR THIRD-PARTY INFORMATION PROVIDERS OR LICENSORS BE LIABLE FOR:

    ANY DAMAGES INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF YOUR DATA, TRADING LOSSES, ECONOMIC LOSS OR LOST PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICE UNLESS CAUSED BY PREVIDNCE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (IN WHICH CASE THE LIABILITY SHALL NOT EXCEED 12 MONTH’S SERVICE FEES OR IF THE SERVICE IS FREE OF CHARGE $1000 IN TOTAL FOR EACH SERIES OF CONNECTED EVENTS OR $2000 IN ANY 12 MONTHS);OR

    ANY LOSS WHICH IS NOT REASONABLY FORESEEABLE HOWSOEVER CAUSED.

  4. Exceptions to Limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 6; or (2) violation of the other's intellectual property rights.

  5. Limited Warranty.

    1. Services. We warrant that the Services will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.
    2. Software. We warrant for one year from the date you first use the Software that it will perform substantially as described in the applicable user documentation. If Software fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the price paid for the Software or (2) repair or replace the Software.

  6. Limited warranty exclusions. This limited warranty is subject to the following limitations:

    1. any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
    2. this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance or resulting from events beyond our reasonable control;
    3. this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
    4. this limited warranty does not apply to Previews or Limited Offerings.

9. Miscellaneous

a. Notices.

Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Previdence must be sent to the following address:

Previdence Corporation
5685 S. 1475 E., Suite 2B
South Ogden, UT 84403
USA

Notices to you will be sent to the address that you identify on your account as your contact for notices. Previdence may send notices and other information to you by email or other electronic form.

b. License Subscription Transfers and Assignment.

You may not assign this agreement either in whole or in part or transfer license subscriptions without Previdence’s consent.

c. Consent to Partner Fees.

When you place an order, you may be given the opportunity to identify a “Partner of Record” associated with your Subscriptions. By identifying a Partner of Record, directly or by authorizing a third party to do so, you consent to our paying fees to the Partner of Record. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with, the size of your order. Our prices for Services are the same whether or not you identify a Partner of Record.

d. Severability.

If any part of this agreement is held unenforceable, the rest remains in full force and effect.

e. Waiver.

Failure to enforce any provision of this agreement will not constitute a waiver.

f. No Agency.

This agreement does not create an agency, partnership, or joint venture.

g. No Third-Party Beneficiaries.

There are no third-party beneficiaries to this agreement.

h. Applicable Law and Venue.

This agreement is governed by Utah law, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (ii) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. Any action to enforce this agreement must be brought in the state of Utah. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights.

i. Entire agreement.

This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Previdence Subscription Agreement, (2) the Services Terms, (3) the applicable Offer Details, and (4) any other documents in this agreement.

j. Survival.

The terms in Sections 3.c., 3.d., 5, 6.b. and 8 will survive termination or expiration of this agreement.

k. U.S. Export Jurisdiction.

The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.

l. Force Majeure.

Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, internet service delays or outages, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services)). This Section will not, however, apply to your payment obligations under this agreement.

m. Contracting Authority.

If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.

n. Government Customers.

Government customers should consult with Previdence prior to acceptance. By accepting this agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.

8. Definitions.

  1. Any reference in this agreement to “day” will be a calendar day.
  2. “Acceptable Use Policy” is set forth in the Previdence Acceptable Use Policy and Services Terms.
  3. “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.
  4. “Pay-per-usage Offering”, “Contract Offering or Subscription”, or “Limited Offering” describe categories of Subscription offers and are defined in Section 2.
  5. “Customer Data” is defined in the Services Terms.
  6. “Customer Solution” is defined in the Services Terms.
  7. “End User” means any person you permit to access Customer Data hosted in the Services or otherwise use the Services, or any user of a Customer Solution.
  8. “Management Console” means the software user interface where customers manage their subscriptions and users.
  9. “Managed Service Solution” means a managed IT service you provide to a third party that consists of the administration of and support for Previdence Services.
  10. “Previdence Services” is defined in the Services Terms.
  11. “Non-Previdence Product” is defined in the Online Services Terms.
  12. “Offer Details” means the pricing and related terms applicable to a Subscription offer, as published in the Portal.
  13. “Services” means any of the Previdence-hosted services to which you subscribe under this agreement.
  14. “Services Terms” means the terms that apply to your use of the Products available in the Previdence Mental Wellness Platform. The Services Terms include terms governing your use of Products that are in addition to the terms in this agreement.
  15. “Content” means any data, information or material available on the Previdence Portal or made available to you in the course of using the Services. This can include but is not limited to audio, video, articles, educational content, blog entries, and user generated content and materials.
  16. “Previews” means preview, beta, or other pre-release version or feature of the Services or Software offered by Previdence to obtain customer feedback.
  17. “Portal” means the Services’ respective web sites that can be found at http://www.previdence.com, or at an alternate website we identify.
  18. “Product” means any Service (including any Software).
  19. “SLA” means the Service Level Agreement or commitments we make regarding delivery and/or performance of our Services.
  20. “Subscription” means an enrollment for Services for a defined Term as specified by the subscription you purchase. You may purchase multiple Subscriptions, which may be administered separately, in which case will be governed by the terms of a separate Previdence Subscription Agreement.
  21. “Term” means the duration of a Subscription (e.g., 30 days or 12 months).

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