Terms Of Use

1. AGREEMENT TO BE BOUND

These Terms of Use (these “Terms”), as amended from time to time, govern visitors’ and users’ (“you” or “your”) access and use of www.starlingminds.com (the “Website”) or any other online product or service to which you have access or use therein as well as any Account (defined below) you use to access the Website or other online products or services including any module training programs (together, the “Service”) offered by Starling Minds Inc. (“Starling Minds”, “we” or “us”).

Sponsoring organization - is your employer, contractor, or any company, organization, or person who may purchase this service on your behalf.

BY CLICKING “I ACCEPT”, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OR OTHERWISE ACCESS THE SERVICE.

 

2. PRIVACY POLICY

Use of the Service is also governed by Starling Minds’ Privacy Policy, which is incorporated herein by reference. Our Privacy Policy contains important information about how we collect, store and use your personal data and we encourage you to read the Privacy Policy carefully.

 

3. IMPORTANT DISCLAIMER

The Content (as defined in Section 7) provided on the Service, as well as your assessment results, screening tests and surveys, personality, stress and attitude scales, and any other results or output from the Service (the “Assessment Information”), is intended for informational purposes only and is not designed to diagnose or treat depression, anxiety or any other mental health disorders. The diagnosis and treatment of depression, anxiety and other mental health disorders can only be carried out by a qualified mental health professional.

People seeking a diagnosis or treatment of depression, anxiety or other mental health disorders should consult a mental health professional. The Service is not a substitute for a diagnosis and treatment by an appropriate health professional.

Starling is an online educational program. People seeking a diagnosis or treatment of depression, anxiety or other mental health disorders should consult a mental health professional. The Service is not a substitute for a diagnosis and treatment by an appropriate health professional. Please read the disclaimers of warranties and waivers of liability in Sections 11, 12 and 13 of these Terms.

Any persons under the age of eighteen (18) years of age with depressive symptoms are advised to talk with their parent(s), guardian or other responsible adults about getting help from an appropriate health professional.

 

4. LICENCE AND USE

Subject to your agreement and continuing compliance with these Terms, Starling Minds grants you a non-exclusive, non-transferable, non-sublicencable and revocable limited licence to access and use the Service solely for your own personal, non-commercial purposes. You agree not to use the Service for any other purpose.

You agree not to, without the prior written permission of Starling Minds: Use, reuse, repost, distribute, provide access to others to, copy, modify, or transmit the Service and related information for any commercial purpose or for public use; Create an Account using a false identity or information, or on behalf of someone other than yourself; Sublicence, rent, lease, sell, trade, gift, bequeath or otherwise grant access to or transfer your Account to anyone else; Use the Service, intentionally or unintentionally, in violation of any applicable law or regulation; Attempt to gain access to the Service, Accounts registered to others or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by us and through your Account, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, server or software that is part of the Service; Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms; or Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by us.

 

5. ACCOUNT INFORMATION

When creating or updating an account on the Service (the “Account”), you may be required to provide us with certain personal information, such as your name, date of birth, gender, marital status, primary caregiver, number of children (if applicable), email address, username, password, organization, unique organization identifier (such as a union or insurance identification number), if applicable. This information will be held and used in accordance with our Privacy Policy. You are required to provide accurate information and update that information promptly after it changes.

 

6. USERNAME AND PASSWORD

During the Account creation process, you may be required to select a username and password (the “Login Information”). The following rules govern the security of your Login Information: You will not share your Login Information, let anyone else access your Account, or do anything else that might jeopardize the security of your Account; In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify us and modify your Login Information; You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and You are responsible for anything that happens through your Account.

 

7. CONTENT AND USER GENERATED CONTENT

“Content” on the Service includes assessments, questionnaires, evaluations, exercises, training modules, software, text, articles, widgets, messages, links, emails, music, sound, graphics, pictures, video, audio, code, and all other material appearing on or emanating from the Service, as well as the design and appearance of our Website.

Content also includes user-generated Content (“UGC”). UGC includes but is not limited to Account information, Assessment Information (as defined in the Privacy Policy), and any other Content you contribute to the Service (such as quotes and comments).

All Content (with the exception of third party content) is and will remain owned by us or our affiliates, subsidiaries, licensors or suppliers. We reserves all right, title and interest in the Content and all associated copyrights, trademarks, and other intellectual property rights therein that are not expressly granted to you in these Terms. Making unauthorized copies or distribution of Content may result in the termination of your Account, prohibition on use of the Service, and further legal action. You agree to indemnify and hold harmless us from any breach by you of these Terms.

 

8. LINKS TO THIRD-PARTY SITES

The Service may include hyperlinks to web sites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. Starling Minds does not control such web sites, and is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect.

 

9. TERMINATION OF SERVICE

We may terminate access to the Service (and/or any portion thereof) at any time by giving you 30 days notice (or such other period specified when you joined the Service) of such termination either (at our discretion) via email or posted on the Service.

We may (immediately by written notice) also terminate your access to the Service for violation of these Terms, including if we (in its sole discretion) deem that your use of the Service renders the Service less safe for others and/or minors, or for illegal or improper use of the Service, Content, Account, or our intellectual property, as determined by us. In this event, we may alternatively issue you a warning, suspend your Account, or temporarily or permanently ban your device and/or machine from accessing all or a certain Service.

If we terminate your Account, you may not participate in the Service again without our express permission. We reserve the right to refuse to keep Account for, or provide the Service to, any individual. You may not allow individuals whose Accounts have been terminated by us to use your Account.

If your Account, or any other subscription to the Service is terminated, suspended and/or if your device is temporarily or permanently banned from accessing some or all of the Service, no refund will be granted, and you will have no further access to your Account or the particular Service. If you believe that any action has been taken against your Account or device in error, please contact Customer Support at info@starlingminds.com.

 

10. CANCELLATION OF ACCOUNT

You have the right to cancel your Account at any time. If you do not agree to the Terms, your sole remedy is to not use the Service and to cancel your Account. You understand and agree that the cancellation of your Account is your sole right and remedy with respect to any dispute with us, including any dispute related to, or arising out of: (1) these Terms or our enforcement or application of these Terms; (2) the Service, the Content or any change thereto; (3) your ability to access and/or use the Service and/or any Content; or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods for the Service and/or any Content thereon.

Contact us at info@starlingminds.com to cancel your Account. We reserve the right to collect fees, surcharges or costs incurred before you cancel your Account or a subscription to the Service. Any delinquent or unpaid fees and other unresolved issues with our services must be settled before you establish a new Account.

 

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR OUR AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, THE “STARLING MINDS PARTIES”) WARRANT THAT THE SERVICE WILL BE EFFECTIVE OR MEET YOUR NEEDS, OR WILL BE UNINTERRUPTED OR ERROR-FREE.

 

12. LIMITATIONS; WAIVERS OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT STARLING MINDS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STARLING MINDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) YOUR USE OR INABILITY TO USE THE SERVICE; OR (ii) ANY OTHER MATTER RELATING TO THE SERVICE.

STARLING MINDS’ MAXIMUM LIABILITY ARISING OUT OF OR IN THE CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE, WILL IN NO CASE EXCEED $50.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

13. RELEASE & INDEMNIFICATION

You agree to indemnify, save, and hold the Starling Minds Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, violation of these Terms, or breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

 

14. GENERAL PROVISIONS

14.1 Updates to the Terms

We reserve the right to modify these Terms at any time. We may provide you with notice of such modifications, by sending you an e-mail message or posting a message on the Service. Your continued use of the Service will signify your acceptance of the modifications to the Terms. 

14.2 Entire Agreement

These Terms, any supplemental policies and any documents expressly incorporated by reference herein (including our Privacy Policy), contain the entire understanding of you and us with respect to the Service, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us with respect to the Service.

14.3 Law and Forum for Legal Disputes

For users whose Sponsoring organization is based in Canada

These Terms and any dispute arising out of or related to it or the Service will be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against us must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.

For users whose Sponsoring organization is based in The United Kingdom

These Terms and any dispute arising out of or related to it or the Service will be governed by and construed in accordance with the laws of England and by the law of the Member State in which the Sponsoring organization is established, namely England and Wales. The parties submit to the exclusive jurisdiction of the English courts in relation to contractual and/or non-contractual obligations.

 

14.4 Severability

If any portion of these Terms or any other Starling Minds policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

14.5 Notices

We may send notices to you via postings on the Service and via e-mail or by any other communication means using the contact information you provide to us. All notices given by you or required from you under these Terms or the Starling Minds Privacy Policy shall be in writing and addressed to: Starling Minds Inc., info@starlingminds.com. Any notices that you provide without compliance with this Section 14.5 will have no legal effect.