1. INTRODUCTION.
The terms and conditions set forth below (“Terms of Use”) and the Privacy Policy constitute a legally-binding agreement between the AutismLink and Autism Center of Pittsburgh and you (the “User” or “Advertiser”). These Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in the AutismLink Business and Service Directory (the “Nationwide Provider Database”) available through the domain and sub-domains of the Nationwide Provider Database located at www.AutismLink.com (collectively referred to herein as the “Website”). As used hereinafter, the terms “user”, “User”, “You”, “you”, “Your”, “your”, and “advertiser” shall be synonymous and shall refer to the person or business entity (or agents, employees, authorized representatives, affiliates, or anyone acting on their behalf) that is utilizing the Services and/or accessing the Website. As used hereinafter, the terms “us”, “our” and “we” shall refer to Autism Link, Autism Center of Pittsburgh, and the Nationwide Provider Database.
Purpose.
The mission of the Nationwide Provider Database is to link families and individuals with Autism, to services, care, support, and learning resources. To achieve our mission, Autism related business or organization may promote themselves through the Website.
Scope and Intent.
You agree that by registering on the Nationwide Provider Database, or by using the Website, or other information provided as part of the our services (collectively the “Services”), you are entering into a legally binding agreement with AutismLink 135 Cumberland Road, Suite 105 Pittsburgh PA 15237, and Autism Center of Pittsburgh 135 Cumberland Road, Suite 105 Pittsburgh PA 15237 / 2839 Banksville Rd Pittsburgh PA 15216.
If you are using the Nationwide Provider Database on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement. If you do not agree to any of the provisions set forth in the Terms of User, do NOT join and do not access, view, download or otherwise use any Nationwide Provider Database webpage, information or services. By listing your business you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By registering on the Nationwide Provider Database or by using the Website you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions.
2. YOUR OBLIGATIONS.
Applicable laws and this Agreement.
You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the Privacy Policy.
License and warranty for your submissions to Nationwide Provider Database.
You own the information you provide the Nationwide Provider Database under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant the Nationwide Provider Database a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to the Nationwide Provider Database, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to the Nationwide Provider Database, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in Sections 2 and 3 of this Agreement.
By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your profile information accurate and updated.
Service Eligibility.
To be eligible to advertise on the Nationwide Provider Database, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are advertising a business, organization, or service that is related to Autism (3) are currently employed or own the business you list in the Nationwide Provider Database; (4) are not currently restricted from the Services, or not otherwise prohibited from having a Nationwide Provider Database account; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of the Nationwide Provider Database, including intellectual property rights such as copyright or trademark rights; (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services; and (8) are not a competitor of AutismLink or Autism Center of Pittsburgh or are not using the Services for reasons that are in competition with the Nationwide Provider Database.
Sign-In Credentials.
You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Advertisers’ accounts; (4) refrain from selling, trading, or otherwise transferring your business listing account to another party; and (5) refrain from charging anyone for access to any portion of the Nationwide Provider Database, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact us.
Indemnification.
By accessing the Nationwide Provider Database, you agree to indemnify, defend and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through the Nationwide Provider Database.
Payment.
If you purchase any services that we offer for a fee, either on a one-time or subscription basis, you agree to AutismLink and Autism Center of Pittsburgh storing your payment card information. You also agree to pay the applicable fees as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period.
Notify us of acts contrary to the Agreement.
If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we do not admit hereby that we are under any obligation to do so.
Notifications and Service Messages.
For purposes of service messages and notices about the Services to you, AutismLink and Autism Center of Pittsburgh may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from the AutismLink and Autism Center of Pittsburgh to an email address associated with your account, even if we have other contact information. You also agree that AutismLink and Autism Center of Pittsburgh may communicate with you through your account or through other means including email, mobile number, telephone, or delivery services including the postal service about your account or services associated with the Nationwide Provider Database. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.
User-to-User Communication and Sharing.
AutismLink and Autism Center of Pittsburgh can create a business listing, however, AutismLink and Autism Center of Pittsburgh may close, transfer, or remove content from them if the content violates this Agreement or others’ intellectual property rights.
Please note that ideas you post and information you share may be seen and used by other Users, and we cannot guarantee that other Users will not use the ideas and information that you share on the Nationwide Provider Database. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it on the Nationwide Provider Database. WE ARE NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON THE Nationwide Provider Database.
Privacy.
You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to the Nationwide Provider Database might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.
Contributions to AutismLink and Autism Center of Pittsburgh.
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to AutismLink and Autism Center of Pittsburgh you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) we shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) we may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to us all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
3. YOUR RIGHTS.
On the condition that you comply with all of your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services and Nationwide Provider Database, through a generally available web browser, or mobile device (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent from us or the Nationwide Provider Database Users), to view information and use the Services that we provide on the Website and in accordance with this Agreement. Any other use of the Nationwide Provider Database contrary to our mission and purpose (such as using information gathered from the Nationwide Provider Database commercially unless expressly authorized by us) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Nationwide Provider Database and all related items, including any and all copies made of the Website.
4. OUR RIGHTS AND OBLIGATIONS.
Services Availability.
For as long as we continue to offer the Services, we will provide and seek to update, improve and expand the Services. As a result, we allow you to access the Nationwide Provider Database as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Nationwide Provider Database, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, we have no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.
Third Party Sites and Developers.
The Nationwide Provider Database may include links to third party web sites (“Third Party Sites”). You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party Site before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not.
We are not responsible for and we do not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to access Third Party Sites you do so at your own risk and agree that this Agreement does not apply to your use of any Third Party Site.
Disclosure of User Information.
You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of us, our Users or the public.
Disclosures of User information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.
Connections and Interactions with other Users.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other users and to restrict, suspend, or close your account if we determine, in our sole discretion, that doing so is necessary to enforce this Agreement or is otherwise in the best interest of the AutismLink, Autism Center of Pittsburgh, and the Nationwide Provider Database.
5. DISCLAIMER.
DO NOT RELY ON THE Nationwide Provider Database, ANY INFORMATION THEREIN, OR ITS CONTINUATION. AutismLink and Autism Center of Pittsburgh PROVIDES THE PLATFORM FOR THE Nationwide Provider Database AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY THE Nationwide Provider Database, THE SERVICES PROVIDED BY ANY ADVERTISER ON THE Nationwide Provider Database, OR ANYTHING RELATED TO THE Nationwide Provider Database, YOU MAY CLOSE YOUR Nationwide Provider Database ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
WE DO NOT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WEBSITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
6. LIMITATION OF LIABILITY.
The Nationwide Provider Database AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATED COMPANIES, EMPLOYEES, SHAREHOLDERS, OFFICERS AND/OR DIRECTORS (“AFFILIATES”) SHALL NOT BE LIABLE FOR (A) ANY DAMAGES IN EXCESS OF FIVE TIMES THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR A Premium BUSINESS LISTING, IF ANY, OR US $100, WHICHEVER AMOUNT IS GREATER, AND/OR (B) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE Nationwide Provider Database, THE SERVICES, AND/OR ANY APPLICATION OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM the Nationwide Provider Database. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose.
7. TERMINATION.
Mutual rights of termination.
You may terminate this Agreement, for any or no reason, at any time, with notice to us pursuant to Section 9.C. This notice will be effective upon processing your notice. We may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, AutsimLink and Autism Center of Pittsburgh, or the party paying for the services may terminate your access to any business listing account. Termination of your Nationwide Provider Database account includes disabling your access to your Nationwide Provider Database account and may also bar you from creating a new account on the Nationwide Provider Database.
Annual and Monthly Membership.
All memberships will need to be renewed by the user. If you choose not to renew your membership by the expiry date, your listing will immediately become inactive, however you will retain access to the Nationwide Provider Database account using your login credentials. If you have any questions or concerns please contact us.
Misuse of the Services.
We may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes creating multiple or false business listings; infringing any intellectual property rights, or violating any other behavior that we, in our sole discretion, deem contrary to the purpose of the Nationwide Provider Database. In addition, and without limiting the foregoing, we have adopted a policy of terminating accounts of Users who, in our sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
Effect of Termination.
Upon the termination of your Nationwide Provider Database account, you lose access to your account. The terms of this Agreement shall survive any termination, except Sections 3 (“Your Rights”) and 4.1 – 4.4 (“Our Rights and Obligations”) hereof.
8. DISPUTE RESOLUTION.
Law and Forum for Legal Disputes.
This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Pennsylvania regardless of your country of origin or where you access the Nationwide Provider Database, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You, AutismLink and Autism Center of Pittsburgh agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Allegheny County, Pennsylvania. You, AutismLink and Autism Center of Pittsburgh agree to submit to the personal jurisdiction of the courts located within Allegheny County, Pennsylvania for the purpose of litigating all such claims. Notwithstanding the above, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
9. GENERAL TERMS.
Severability.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
Notices and Service of Process.
In addition to Section 2.8 (“Notices and Service Messages”), we may notify you via postings on the Nationwide Provider Database. You may contact us via mail or courier at:
Autism Center of Pittsburgh: 135 Cumberland Road, Suite 105. Pittsburgh, PA 15237
Additionally, the AutismLink and Autism Center of Pittsburgh accept service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
Entire Agreement.
You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
Amendments to this Agreement.
We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting on the Website or notifying you otherwise. For example, we present a banner on the Website when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 7 (Termination).
No informal waivers, agreements or representations.
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by the AutismLink and Autism Center of Pittsburgh shall be deemed legally binding on the other, unless documented in a physical writing hand signed by a duly appointed officer of AutismLink and Autism Center of Pittsburgh.
No Injunctive Relief.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Nationwide Provider Database or the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
Assignment and Delegation.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, for any third party that assumes our rights and obligations under this Agreement.
Potential Other Rights and Obligations.
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
9. COMPLAINTS REGARDING CONTENT POSTED ON THE WEBSITE.
We created the Nationwide Provider Database to link families and individuals with Autism, to services, care, support, and learning resources. To achieve this purpose, we encourage our Users to share truthful and accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Users be accurate and not in violation of the intellectual property rights or other rights of third parties. To promote these objectives, Users may submit complaints concerning content posted by other Users by contacting us.