Praxis Terms of Use

SUBSCRIPTION AGREEMENT

This is a legally binding agreement. Please read these terms and conditions carefully. By clicking the button on the online registration page to accept this agreement, you represent that you have the full legal authority to enter this agreement on behalf of the party identified in the registration process, and in that capacity you acknowledge such party’s agreement to be bound by the terms and conditions set forth or referenced below.

        This agreement (the “Agreement”) for use of the Platform (as defined below) is between Praxis Tech, Inc. (“Praxis”), and the party (the “User”) indicated during the account registration process (such process and the information provided during such process as amended from time to time through User’s login to its account in the Platform, the “Registration”). This Agreement is effective upon User’s acceptance of it in the course of the Registration (the “Effective Date”). The information entered by or on behalf of User during the Registration is incorporated herein and made a part of this Agreement.

1. Certain Definitions.

1. “Affiliate” means, as to a party, any other entity that directly or indirectly controls, is under common control with, or is controlled by, such party; as used in this definition, “control” and its derivatives mean possession, directly or indirectly, of power to direct the management or policies of an entity.
2. “Confidential Information” means any information of any type in any form that (i) is disclosed to or observed or obtained by one party from the other party (or from a person the recipient knows or reasonably should assume has an obligation of confidence to the other party) in the course of, or by virtue of, this Agreement and (ii) either is designated as confidential or proprietary in writing at the time of such disclosure or within a reasonable time thereafter (or, if disclosure is made orally or by observation, is designated as confidential or proprietary orally by the person disclosing or allowing observation of the information) or is of a nature that the recipient knew or reasonably should have known, under the circumstances, would be regarded by the owner of the information as confidential or proprietary. Without limiting any other provisions of this Agreement, and whether or not otherwise meeting the criteria described herein, the Platform, User Data, and the content of this Agreement (other than the fact of its existence and the identities of the parties hereto) shall be deemed conclusively to be Confidential Information. For purposes of this Agreement, however, the term “Confidential Information” specifically shall not include any portion of the foregoing that (i) was in the recipient’s possession or knowledge at the time of disclosure and that was not acquired directly or indirectly from the other party, (ii) was disclosed to the recipient by a third party not having an obligation of confidence of the information to any person or body of which the recipient knew or which, under the circumstances, the recipient reasonably should have assumed to exist, (iii) is or, other than by the act or omission of the recipient, becomes a part of the public domain not under seal by a court of competent jurisdiction; or (iv) is created or derived from Confidential Information in accordance with the terms of this Agreement. A selection or combination of information will not meet any of the foregoing exceptions solely because some or all of its individual component parts are so excepted and will meet such exception(s) only if the selection or combination itself is so excepted. In the event of any ambiguity as to whether information is Confidential Information, the foregoing shall be interpreted strictly and there shall be a rebuttable presumption that such information is Confidential Information.
3. “Coach” means a user who is registered on the Platform as a “coach” and reviews User Data.
4. “Documentation” means all documentation (whether printed or in an electronic retrieval format) supplied or made available to User by Praxis for use with or in support of the Platform or its implementation, including without limitation any and all revisions, modifications, and updates thereof as may be supplied or made available by Praxis to User during the Term of this Agreement and all copies thereof made by or on behalf of User.
5. “Hosting Services” means the provision, administration, and maintenance of servers and related equipment, the provision of bandwidth at the hosting facility, and the operation of the Platform for access and use by User pursuant to this Agreement.
6. “Licensed Materials” means the Platform and the Documentation.
7. “Loss” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).
8. “Platform” means the online service and application offered by Praxis, the Praxis Soccer Training App, together with any associated software applications, database structures and queries, interfaces, tools, and the like, together with any and all revisions, modifications, and updates thereof, as made available by Praxis to User pursuant to this Agreement.
9. “Player” means an individual registered on the Platform as a “player” by a user and on whose behalf such user submits User Data for review by a Coach.
10. “User Data” means all data entered into the Platform by or on behalf of a user as such data is maintained in the Platform from time to time.

2. Term. This Agreement shall commence as of the Effective Date and shall expire when terminated as provided in this Agreement (the “Term”).
3. License to User. Subject to terms and conditions of this Agreement, Praxis grants to User a non-exclusive, non-transferable, non-sublicensable (except as otherwise provided herein) license during the Term of this Agreement for User to access and use the Licensed Materials in accordance with the terms of this Agreement solely for User’s internal purposes. All rights with respect to the Licensed Materials not explicitly granted herein are reserved to Praxis.
4. Services. Subject to the terms and conditions of this Agreement and provided User is not in material breach of its obligations hereunder, Praxis shall provide the following “Services” during the Term:

1. Hosting. Praxis shall provide the Hosting Services; provided, however, that the Hosting Services may be interrupted and the Licensed Materials unavailable for use for reasonable periods from time to time for Praxis to perform scheduled or unscheduled system maintenance, for Praxis to address security threats or security incidents, or due to the acts or omissions of third parties or Praxis.
2. Support. Subject to the terms of this Agreement, Praxis will, during the term of this Agreement, provide User with reasonable consultation and assistance with operational and technical support issues arising from use of the Platform during Praxis’s then-current normal business hours pursuant to requests for support services submitted by telephone or e-mail at such numbers and e-mail addresses as Praxis shall provide to User from time to time.^[1]
3. Maintenance and Error Correction. In response to a reported error, Praxis shall use commercially reasonable efforts to correct the error or to provide a reasonable workaround sufficient to alleviate any substantial adverse effect of the problem on the utility of the Platform, provided that User assists Praxis in its efforts as reasonably requested by Praxis.
4. Enhancements. From time to time at its discretion, Praxis may implement releases of the Licensed Materials that contain changes, updates, patches, fixes, enhancements to functionality, and/or additional functionality. Praxis in its sole discretion will determine whether to include in the Platform, as part of the maintenance services hereunder, features or functionality not originally specified for the Platform, and Praxis shall have no obligation to disclose or offer to User any such features or functionality.
5. Supported Use and Environment. Praxis’s obligations pursuant to this Agreement are conditioned upon access to and use of the Platform by User in accordance with the Documentation and use of devices, browsers and other information technology meeting the criteria set forth in the Documentation, published on Praxis’s website, or otherwise provided or made available to User by Praxis from time to time. Upon reasonable notice to User from time to time, Praxis may revise the specifications described in this paragraph or implement new such specifications to address the evolution of such technology.

5. User Responsibilities and Restrictions.

1. User Connection to Platform. User shall be responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access the Platform, in each case meeting any criteria described in the Documentation, published on Praxis’s web site, or otherwise provided or made available to User by Praxis from time to time.
2. Minimum Age. By submitting the Registration and registering a Player, User represents and warrants that User is at least 18 years of age. User shall not permit anyone under the age of 13 to use the Platform. If User registers for a Player who is under the age of 13, User shall submit all Player information and User Data related to such Player. User represents and warrants that it possesses all rights and authority necessary to submit User Data regarding a Player who is under the age of 13.
3. In-App Purchases. Certain features of the Platform are available for purchase through the Platform via the applicable app store. By purchasing such features, User’s app store account shall be charged, and payment shall be made via User’s app store account at confirmation of the purchase. Purchases may take the form of a subscription, and any unused portion of a free trial (if offered) will be forfeited upon purchase a subscription (where applicable). Subscriptions automatically renew unless auto-renew is turned off at least 24-hours before the end of the current subscription period. User’s app store account will be charged for the renewal of the subscription within 24-hours of the end of the current subscription period. User may manage the subscriptions and turn off auto-renewal by via User’s app store account settings. All sales are final and non-refundable by Praxis.
4. Account Passwords and Data Security. User shall maintain and cause to be maintained the confidentiality of all user IDs and passwords of User, including implementing and enforcing policies and procedures as reasonable and appropriate thereto, and User at all times shall maintain adequate technical, physical, and administrative safeguards, including access controls and system security requirements and devices, to ensure that access to the Platform by or through User is limited to User. User shall be solely responsible for all use or misuse of the user IDs of User, and except as otherwise required by applicable law Praxis shall have no obligation to monitor for or report any use or attempted use of the user IDs of User. All such user IDs and passwords are deemed to be Confidential Information of both User and Praxis. User shall take reasonable steps to ensure that User not share user IDs or passwords.
5. Use Restrictions. Except as may be expressly authorized in this Agreement, User shall not do, nor shall it authorize any person to do, any of the following: (i) use the Licensed Materials, User Data, or any other data associated with the Platform for any purpose or in any manner not specifically authorized by this Agreement; (ii) make any copies or prints, or otherwise reproduce or print, any portion of the Licensed Materials, whether in printed or electronic format; (iii) distribute, republish, download, display, post, or transmit any portion of the Licensed Materials; (iv) create or recreate the source code for, or re-engineer, reverse engineer, decompile, or disassemble any Licensed Materials; (v) modify, adapt, translate, or create derivative works from or based upon any part of the Licensed Materials, or combine or merge any part of the Licensed Materials with or into any other software, document, or work; (vi) refer to or otherwise use any part of the Licensed Materials as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those of Licensed Materials; (vii) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice printed or stamped on, affixed to, or encoded or recorded in the Licensed Materials, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to Praxis’s rights in the Platform, (viii) fail to preserve all copyright and other proprietary notices in any copy of any portion of the Licensed Materials made by or on behalf of User; (ix) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Licensed Materials, User Data, or other data associated with the Platform without the express prior written consent of Praxis (which may be withheld by Praxis for any reason or conditioned upon execution by such party of a confidentiality and non-use agreement and/or other such other covenants and warranties as Praxis in its sole discretion deems desirable); (x) use the Licensed Materials to gain or attempt to gain access to any software applications, computer systems, or data not expressly authorized under this Agreement; (xi) use the Platform to store, receive, or distribute any information that violates any applicable law; (xii) cause the Platform to defame or infringe the rights of any other person, including rights of publicity or privacy (xiii) impersonate any person or entity; (xiv) act in a manner that is fraudulent, libelous, abusive, obscene, discriminatory, harassing, or illegal; (xv) transmit any computer viruses, worms, trojan horses or other malware; (xvi) use any device, software, methodology, or routine to interfere with or disrupt the Platform or the servers or networks connected to the Platform by trespass or burdening network capacity; (xvii) harvest or collect information about other Platform users or customers of Company; (xviii) restrict or inhibit any other person from using the Licensed Materials, including without limitation by means of “hacking” or defacing any portion thereof; (xix) “frame” or “mirror” any portion of the Licensed Materials; (xx) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Licensed Materials; or (xxi) attempt to do or assist any party in attempting to do any of the foregoing.
6. Monitoring. Although Praxis has no obligation to monitor use of the Licensed Materials, Praxis may do so and may prohibit any use of the Licensed Materials Praxis believes may be (or is alleged to be) in violation of applicable laws, regulations, or this Agreement.
7. Coach Representations and Warranties. If providing services as a Coach, User represents and warrants that User will: (i) maintain the confidentiality and security of User Data; (ii) prevent unauthorized access to or use of User Data; (iii) only use User Data as necessary to provide the services as a Coach; (iv) comply with all applicable laws and regulations while using the Platform; (v) not take any action that harms or threatens to harm the safety of any user or third parties; (vi) not attempt to defraud Praxis or other users on the Platform; and (vii) not discriminate against or harass anyone on the basis of any protected characteristic, such as race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.
8. Disclaimer. Praxis shall not be liable to User for any Loss arising out of or relating to User’s failure to comply with its obligations set forth in this Section 5.

6. Ownership.

1. User Data. As between Praxis and User, User has and retains exclusive ownership of all User Data and all intellectual property and proprietary rights therein.
2. Licensed Materials. As between Praxis and User, Praxis has and retains exclusive ownership of the Licensed Materials and all intellectual property and proprietary rights therein. User acknowledges that the foregoing constitute valuable assets and may constitute trade secrets of Praxis or its licensors.
3. Suggestions, Joint Efforts, and Statistical Information. User may suggest, and the parties may discover or create jointly, findings, inventions, improvements, discoveries, or ideas that Praxis, at its sole option, may incorporate in the Licensed Materials or in other products or services that may or may not be made available to User. Any such finding, invention, improvement, discovery, or idea, whether or not patentable, that is conceived or reduced to practice during the Term of this Agreement, whether by a party alone or by the parties jointly, arising from or related to this Agreement or the Licensed Materials shall be and remain solely property of Praxis and may be used, sold, licensed, or otherwise provided by Praxis to third parties, or published or otherwise publicly disclosed, in Praxis’s sole discretion without notice, attribution, payment of royalties, or liability to User. User acknowledges and agrees that Praxis has and retains exclusive and valid ownership of all anonymized statistical information regarding User’s use of the Platform. User hereby assigns to Praxis any and all right, title, and interest in and to any such findings, inventions, improvements, discoveries, ideas, and statistical information. Unless otherwise expressly agreed in writing, User shall not obtain any right, title, or interest (other than the license expressly set forth herein) in or to anything created or developed by Praxis in connection with or incident to this Agreement.

7. License to User Data. User grants to Praxis a non-exclusive, transferrable, sublicensable, worldwide, royalty-free license to use and disclose User Data to: (a) perform its obligations under this Agreement, share User Data with Coaches, and to compile analyses and statistical information from User Data regarding usage or performance of the Licensed Materials and User engagement; (b) provide, monitor, correct, and improve the Licensed Materials and perform services related thereto; (c) de-identify User Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify User as the source of such data; (d) aggregate User Data with other data; and (e) in perpetuity to use, reproduce, prepare derivative works of, and distribute such de-identified and aggregated data for any lawful purpose and to grant sublicenses for the foregoing. User represents and warrants that it owns or has the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to Praxis the license set forth herein. User shall indemnify, defend, and hold harmless Praxis, its Affiliates, and their respective directors, officers, employees, and agents from and against any Loss arising from or related to a claim of a third party with respect to a breach of the foregoing representations and warranties of User.
8. Confidentiality.

1. Security of Confidential Information. In addition to any other restrictions or obligations imposed at law or provided under this Agreement, each party possessing Confidential Information of the other party will maintain all such Confidential Information under reasonably secure conditions, using the same security procedures used by such party for the protection of its own Confidential Information of a similar kind and in any event not less than reasonable security measures.
2. Non-Disclosure Obligation. Except as otherwise may be permitted by this Agreement, neither party shall disclose any Confidential Information of the other party to any third party without the express prior written consent of the other party; provided, however, that either party may disclose appropriate portions of Confidential Information of the other party to those of its employees, contractors, agents, and professional advisors having a substantial need to know the specific information in question in connection with such party’s exercise of rights or performance of obligations under this Agreement provided that all such persons (i) have been instructed that such Confidential Information is subject to the obligation of confidence set forth by this Agreement and (ii) are bound by contract, employment policies, or fiduciary or professional ethical obligation to maintain such information in confidence.
3. Compelled Disclosure. If either party is ordered by a court, administrative agency, or other governmental body of competent jurisdiction to disclose Confidential Information, or if it is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then such party will not be liable to the other party for disclosure of Confidential Information required by such order if such party complies with the following requirements: (i) if an already-issued order calls for immediate disclosure, then such party immediately shall move for or otherwise request a stay of such order to permit the other party to respond as set forth in this paragraph; (ii) such party immediately shall notify the other party of the motion or order by the most expeditious possible means; (iii) such party shall not oppose a motion or similar request by the other party for an order protecting the confidentiality of the Confidential Information, including not opposing a motion for leave to intervene by the other party; and (iv) such party shall exercise reasonable efforts to obtain appropriate assurance that confidential treatment will be accorded the Confidential Information so disclosed.
4. Non-Use Obligation. Except as expressly authorized in this Agreement, during the Term of this Agreement and forever thereafter (or for such shorter period as may be imposed by applicable law), neither party shall use any Confidential Information of the other party, except at the request of and for the benefit of such other party, without the express prior written consent of the other party.
5. Copying of Confidential Information. Except as otherwise may be permitted by this Agreement, neither party shall copy or otherwise reproduce any part of any Confidential Information of the other party, nor attempt to do so, without the prior written consent of the other party. Any embodiments of Confidential Information of a party that may be generated by the other party, either pursuant to or in violation of this Agreement, will be deemed to be solely the property of the first party and fully subject to the obligations of confidence set forth herein.
6. Proprietary Legends. Without the other party’s prior written consent, neither party shall remove, obscure, or deface on or from any embodiment of any Confidential Information any proprietary legend relating to the other party’s rights.
7. Reports of Misappropriation. Each party shall report to the other party without unreasonable delay any act or attempt by any person of which such party has knowledge or reasonably suspects (i) to use or disclose, or copy Confidential Information without authorization from the other party or (ii) to reverse assemble, reverse compile, or otherwise reverse engineer any part of the Confidential Information.
8. Post-Termination Procedures. Except with respect to User Data as provided in Section 11(c) or as otherwise expressly provided in this Agreement, promptly upon the expiration or any termination of this Agreement or other expiration or termination of a party’s right to possess and/or use Confidential Information, each party shall turn over to the other party (or destroy and certify the same in writing, if agreed in writing by the other party) any embodiments of any Confidential Information of the other party.

9. Praxis Representations and Warranties; Disclaimers.

1. REPRESENTATION AND WARRANTY DISCLAIMERS. THE LICENSED MATERIALS AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND USER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED MATERIALS. PRAXIS DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE LICENSED MATERIALS OR ANY PART THEREOF OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT PRAXIS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. PRAXIS EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN USER.
2. Service Disclaimers. Praxis cannot ensure that a Coach or Player will complete scheduled tasks or services. Praxis has no control over the quality or safety of services provided by a Coach or the use of the Platform by a User. Praxis is not responsible for the conduct, whether online or offline, of any User of the Platform. User is solely responsible for its interactions with other Users.
3. Other Disclaimers. User will be exclusively responsible as between the parties for, and Praxis makes no representation or warranty with respect to, determining whether the Licensed Materials will achieve the results desired by User, ensuring the accuracy of any User Data, and selecting, procuring, installing, operating, and maintaining the technical infrastructure for User’s access to and use of the Licensed Materials (other than with respect to the Hosting Services). Praxis shall not be liable for, and shall have no obligations with respect to, any aspect of the Licensed Materials that is modified by any person other than Praxis or its contractors, use of the Licensed Materials other than in accordance with the most current operating instructions provided by Praxis, errors or other effects of problems, defects, or failures of software or hardware not provided by Praxis or of acts or omissions of User or any third party. User acknowledges that the operation of the Licensed Materials will not be error free in all circumstances and that all defects in the Licensed Materials may not be corrected.

10. Breach; Termination; Disposition of Data.

1. Notice of Breach; Cure Period. In the event of a breach of a provision of this Agreement, the notice and cure procedures set forth in this paragraph shall apply. The non-breaching party shall give the breaching party notice describing the breach and stating the time, as provided herein, within which the breach must be cured. If a provision of this Agreement sets forth a cure period for the breach in question, then that provision shall take precedence over any cure period set forth in this paragraph. No cure period shall be required, except as may be provided otherwise in this Agreement, if this Agreement sets forth specific deadline dates for the obligation allegedly breached. If the breach is of an obligation to pay money, the breaching party shall have five business days to cure the breach after written notice thereof by the non-breaching party. If the breach is a material breach of an obligation relating to the other party’s Confidential Information, including User’s use or disclosure of the Platform other than in compliance with the license granted in this Agreement, then the non-breaching party, in its sole discretion, may specify in the notice of breach that no cure period will be permitted. If the breach is other than a breach of the kind described above in this paragraph, then the cure period will be 30 days after the notice of the breach by the non-breaching party.
2. Termination. If a breach of any provision of this Agreement has not been cured at the end of the applicable cure period, if any (or upon such breach if no cure period is permitted), then the non-breaching party thereupon may terminate this Agreement by notice to the other party. Termination of this Agreement by Praxis for breach by User shall terminate all licenses granted to User herein. This Agreement and the licenses granted to User herein shall terminate automatically, to the extent permitted by applicable law in the jurisdiction or jurisdictions in question, if User makes an assignment for the benefit of its creditors, files a petition for bankruptcy, receivership, reorganization, or other like proceeding under any present or future debtor relief law (or is the subject of an involuntary such petition or filing that is not dismissed within 60 days after the effective filing date thereof), or admits of a general inability to pay its debts as they become due. Any termination of this Agreement shall be in addition to, and not in lieu of, any other rights or remedies available at law or in equity.
3. Disposition of User Data. Upon User’s written request within 30 days following the expiration or any termination of this Agreement, Praxis shall destroy the User Data; provided, however, that to the extent Praxis is required by applicable law or legal process to retain any portion of the User Data, or to the extent that destruction of any User Data is infeasible or is inconsistent with Praxis’s operations or needs, Praxis shall retain such User Data as though it were Confidential Information for such time as is required by such law or process or until destruction is no longer infeasible, after which Praxis promptly shall destroy the User Data.^[2]

11. Risk Allocation.

1. EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT WILL PRAXIS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PRAXIS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
2. EXCLUSION OF USER SERVICE-RELATED DAMAGES. PRAXIS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) USER’S USE OF OR RELIANCE ON THE SERVICES, OR USER’S INABILITY TO ACCESS OR USE THE PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN USER AND ANY OTHER USER, EVEN IF PRAXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRAXIS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND PRAXIS’S REASONABLE CONTROL.
3. MAXIMUM AGGREGATE LIABILITY. IN NO EVENT WILL PRAXIS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $1,000.
4. Intentional Risk Allocation. Each party acknowledges that the provisions of this Agreement were negotiated, as a material part of the agreement memorialized herein, to reflect an informed, voluntary allocation between them of all risks (both known and unknown) associated with the transactions involved with this Agreement. The warranty disclaimers and limitations in this Agreement are intended, and have as their essential purpose, to limit the circumstances of liability. The remedy limitations and the limitations of liability are separately intended, and have as their essential purpose, to limit the forms of relief available to the parties.

12. Indemnification. User agrees to indemnify, defend, and hold harmless Praxis, its Affiliates, their successors and assigns, and all of their respective officers, directors, agents, and employees from and against any claims, liabilities, damages, judgments, awards, losses, obligations, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) User’s use of the Platform or services obtained through User’s use of the Platform; (ii) User’s breach or violation of any of these Terms; or (iii) User’s violation of the rights of any third party, including that of other users.
13. Certain Data Activities.

1. Privacy Notice. User acknowledges and agrees that User has read and understood the Privacy Policy, which is available at [https://getpraxis.app/privacy_policy.html], and User consents to and authorizes the processing, use, and disclosure of personal information as set forth therein.
2. Collection of Technical Data. Notwithstanding anything to the contrary herein, Praxis shall have the right to collect and analyze data and other information relating to the provision, use and performance of the Licensed Materials and related systems and technologies, and Praxis will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Licensed Materials and for other development, diagnostic and corrective purposes in connection with the Licensed Materials and other service offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

14. Other Provisions.

1. Notice. Except as otherwise expressly provided herein, notices shall be given under this Agreement in writing in the English language, signed by the party giving the same, and shall be given (i) personally (in which case such notices shall be deemed given when so delivered), (ii) by certified or registered U.S. Mail, properly addressed and postage pre-paid, from within the United States (in which case such notices shall be deemed given on the third business day after deposit), (iii) by generally recognized overnight courier, properly addressed and pre-paid, with next business day instruction (in which case such notices shall be deemed given on the next business day after deposit), or (iv) if to User, at Praxis’s election, by e-mail (in which case such notice shall be deemed given upon transmission unless Praxis receives a non-delivery email message within a reasonable time thereafter). Such notices shall be sent to Praxis at Attn: - Michael Shipman, Praxis, support@getpraxis.app and to User at the address for notices or email address designated in the Registration or as provided in clause (iv) of this the preceding sentence. Either party may change its address for purposes of notice by written notice thereof to the other party.
2. Nature of Relationship. Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties or any of their Affiliates, and neither party shall have the right, power, or authority under this Agreement to create any duty or obligation on behalf of the other party.
3. Force Majeure. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of such party and not due to such party’s own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, change in any law or regulation, fires, floods, explosions, epidemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.
4. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Tennessee, without application of any conflict of laws principles. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a state or federal court of competent jurisdiction sitting in Shelby County, Tennessee, and each party to this Agreement submits to the exclusive jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement.
5. Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHICH ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.
6. Injunctive Relief. Each party acknowledges that any violation of its covenants in this Agreement relating to the other party’s Confidential Information and intellectual property would result in damage to such party that is largely intangible but nonetheless real and that is incapable of complete remedy by an award of damages. Accordingly, any such violation shall give such party the right to a court-ordered injunction or other appropriate order to enforce specifically those covenants without bond and without prejudice to any other rights or remedies to which such party may be entitled as a result of a breach of this Agreement.
7. Assignment. User may transfer or assign some or all of its rights and/or delegate some or all of its obligations under this Agreement only with the express prior written consent of Praxis, which may be granted or withheld in Praxis’s sole discretion. Any purported transfer or assignment by User of any right under this Agreement otherwise than in accordance with the provisions of this paragraph shall be null and void and a breach of this Agreement. This Agreement shall be fully assignable by Praxis in its sole discretion.
8. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns permitted by this Agreement.
9. No Third-Party Beneficiaries. Except as otherwise expressly set forth herein, nothing in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.
10. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. Each party represents and warrants that, in entering into and performing its obligations under this Agreement, it does not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of the other party with respect to the subject matter hereof, nor on any course of dealing or custom and usage in the trade, except as such promise, inducement, or representation may be expressly set forth herein.
11. Survival. The covenants herein concerning Confidential Information, indemnification, post-termination procedures, and any other provision that, by its nature, is intended to survive this Agreement shall survive any termination or expiration of this Agreement.
12. Amendment and Waiver. Except as otherwise expressly provided herein, no modification or amendment to this Agreement will be valid or binding unless in writing and duly executed by the party or parties to be bound thereby. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
13. Severability. If any provision of this Agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (i) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected; (ii) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (iii) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (iv) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this Agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.
14. Headings. The headings of the sections used in this Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement.