Welcome to MindMetrix!

MindMetrix (“MindMetrix”, “we”, “our”) has its website located at https://www.mindmetrix.com (the “Site”). By visiting, registering an account, and/or accessing or using our Services (as defined below), you agree to enter into this legally binding agreement with MindMetrix. Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully, as they govern your use of our Site and our Platform, as defined below, and any related tools, services, and content accessible via our Site, Platform, and other offerings. “Platform” refers to the online location and content available after a registered user logs on and where a registered user’s data is stored. To make these Terms easier to read, the Site, Platform, and any related tools, services, and content accessible via our Site, Platform, and other offerings are collectively called the “Services,” and the terms “MindMetrix” “We,” and “Us” refer to JLY Holdings, LLC and our affiliates and subsidiaries. The terms “Company”, “User” or “Users”, and “You” shall mean any person or company who accesses our Site or Platform. The term “Party” or “Parties” refers respectively to MindMetrix, We, Us, Company, User or Users, and You.

Please review these Terms as they govern your use of the Services. BY ACCESSING, BROWSING, OR USING THE SERVICES, OR BY CLICKING TO AGREE TO THESE TERMS WHEN THAT OPTION IS MADE AVAILABLE TO YOU, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, INCLUDING, WITHOUT LIMITATION, BINDING ARBITRATION OF DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. YOU ACKNOWLEDGE AND AGREE THAT MINDMETRIX SERVICES ARE FOR INFORMATIONAL AND EDUCATIONAL USE ONLY. WE DO NOT PRACTICE MEDICINE, DIAGNOSE, OR PROVIDE TREATMENT SERVICES.

IF YOU DO NOT AGREE TO THESE TERMS AND OUR PRIVACY POLICY THEN PLEASE DO NOT USE OR ACCESS THE SERVICES.

Your access to or use of the Services constitutes your acceptance of all the provisions of these Terms. Except as otherwise provided herein, these Terms apply to any access to or use of the Services, regardless of whether or not you create an account or use a free MindMetrix account without providing payment or your mental health information. In order to use the Services, you must first agree to these Terms. You may not access or use the Services if you do not accept the Terms. You can accept the Terms by (i) clicking to accept or agree to the Terms, where this option is made available to you by MindMetrix; (ii) by accessing the Site and creating an account; (iii) placing an order; or by (iv) actually using the Services. In this case, you acknowledge and agree that MindMetrix will treat your use of the Services as acceptance of the Terms. In addition, when using particular Services, you shall be subject to any guidelines or rules applicable to such Services that may be posted from time to time on the Site or otherwise made available to you. All such guidelines or rules are hereby incorporated by reference into the Terms. MindMetrix also may offer other Services from time to time that are governed by different terms of service. All such terms of service are hereby incorporated by reference into the Terms.

You may not use the Services or accept the Terms if (1) you are less than 18 years of age or (2) you are unable to form a binding contract with MindMetrix.

MINDMETRIX SERVICES

Description of the Services

The Services include access to and use of the Site, Platform and any related tools, services, and content accessible via our Site, Platform, and other offerings. Unless explicitly stated otherwise, each new feature of the Services shall be subject to the Terms. You acknowledge and agree that the Services are provided "AS IS" and are based on the current state of the art of mental health research and technology in use by MindMetrix at the time of the purchase or viewing. MindMetrix assumes no responsibility for the use of Services outside of these Terms of Service or other applicable terms. In order to access and use the Services, you must have access to the internet and all equipment necessary to make such internet connection. You are solely responsible for providing such equipment.

Risks and Considerations of the Services

MINDMETRIX SERVICES ARE FOR INFORMATIONAL AND EDUCATIONAL USE ONLY. WE DO NOT PRACTICE MEDICINE, DIAGNOSE, OR PROVIDE TREATMENT SERVICES. You use the Services at your own risk. No health care, medical advice, diagnosis, or treatment services are provided as part of the Services. The Services are not a substitute for seeking professional medical care and related services. Our Services have not been evaluated by the United States Food and Drug Administration (FDA) and are not intended to diagnose, cure or prevent any disease. MindMetrix does not endorse or guarantee the effectiveness of any specific course of action mentioned in our Services. If we provide to you any recommendations based on your mental health information, personal information, or any other identifiable information (“Personal Information”), including your conditions, other health-related information, personal traits, ethnicity, family history, and other information that you enter into surveys, forms, or features while signed in to your MindMetrix account (“Self-Reported Information”) and scientific literature, research, or other potentially actionable information, this information is intended for educational or informational purposes only.

YOU SHOULD NOT CHANGE YOUR HEALTH-RELATED CHOICES SOLELY ON THE BASIS OF INFORMATION FROM MINDMETRIX. Do not act upon the assessment report or any other mental health-related information from MindMetrix (“Assessment”) unless at the direction of an appropriately qualified health care provider that is authorized to diagnose and treat mental health conditions. There may be other contributing factors to your mental health, so the Assessment does not definitely mean you did or will develop the reported health condition(s). We encourage you to talk to a counselor, therapist, or other appropriately qualified health care provider with special training in mental health conditions, so you can make an informed decision about whether the Assessment we provide applies to you.

YOUR ASSESSMENT MAY NOT BE WHAT YOU ANTICIPATE. You may discover things about yourself that evoke strong emotions.

PSYCHIATRIC RESEARCH IS NOT COMPREHENSIVE. The research community is rapidly learning more about mental illness, and an important mission of MindMetrix is to conduct and contribute to this research. Because interpretations provided in our service rely on these published studies, some interpretations may not apply to you. Future scientific research may change the interpretation of your Assessment. In the future, the scientific community may show previous research to be incomplete or inaccurate.

MindMetrix believes that (a) a mental health condition is only part of the picture of any individual's state of being, (b) best practices regarding mental health assessments are rapidly evolving and such assessments may not provide an indefinite or comprehensive picture of your mental health, and (c) only an appropriately qualified health care provider can assess your current state of health or disease, taking into account many factors. Reliance on any information provided by MindMetrix, its employees, or others appearing on or visiting the Site is solely at your own risk.

Use Restrictions

Access to and use of the Service and any content or information made available through the Service is personalized for each user and intended only for the user’s own personal use and only in compliance with these Terms. You are authorized to use the Services, solely for your own personal and non- commercial use, and all other uses are prohibited. You agree not to use the Services to act on behalf or for the benefit of a third party, nor to allow a third party to have access to your username or password in order to use the Services.

As a condition of your use of the Services, you represent and warrant to MindMetrix that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. The Services are for use only in the United States. You may not use the Services outside of the United States.

Furthermore you agree not to use the Services or to: (1) upload, post, email, or otherwise transmit any material that is, or may reasonably be considered to be derogatory, defamatory, obscene, libelous, hateful, racially, ethnically or religiously biased or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with MindMetrix, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) "stalk" or otherwise harass another; (5) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use; (7) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("Rights") of MindMetrix or any other party; (9) harm minors in any way; (10) solicit, for commercial purposes, any users of the Services with respect to advertisements or offers to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) create, upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that interfere with other users’ enjoyment of the Services, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (12) upload, post, email, or otherwise transmit any material that contains software viruses, worms, defects, Trojan horses or any other computer code, files, programs or items of a destructive nature designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (13) launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Site in a manner that sends more request messages to the MindMetrix servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, MindMetrix grants the operators of public search engines permission to use spiders to copy Contents from the Services for the sole purpose of creating publicly available searchable indices of the Contents, but not caches or archives of such Contents and provided that such spiders do not affect the operation of the Services. MindMetrix reserves the right to revoke these exceptions either generally or in specific cases; (14) engage in "framing," "mirroring," or otherwise simulating the appearance or function of MindMetrix's website; (15) attempt to or actually override any security component of MindMetrix web services; (16) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (17) violate these Terms, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with MindMetrix; (18) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law; or (19) use the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material.

User Representations and Warranties

By using or accessing MindMetrix Services, you agree to, acknowledge, covenant, warrant and represent as follows: a) You understand that MindMetrix does not practice medicine and the Services are not designed to diagnose, treat, prevent, or cure any condition. You understand that the Services are intended for informational and educational purposes only and cannot be relied upon as medical advice, treatment, or a diagnosis. You acknowledge that MindMetrix urges you to seek the advice of a licensed health care provider if you have questions or concerns arising from your Assessment. b) You give permission to MindMetrix, its contractors, successors and assignees to disclose the results of your Assessment to you and to others you specifically authorize. c) You represent that you are eighteen (18) years of age or older. d) You hereby guarantee that any Self-Reported Information you provide to MindMetrix is your own. e) You warrant that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee. f) You are aware that some of the information you receive from MindMetrix may provoke strong emotion. g) You take responsibility for all possible consequences resulting from your sharing with others access to your Assessment, or Personal, Registration, and Self-Reported Information. h) You understand that your Personal, Registration, and Self-Reported Information will be stored in MindMetrix databases and will be processed in accordance with the MindMetrix Privacy Policy. i) If you are outside the U.S., you will not use the Services; j) You will not use the information obtained from the Services (including any Assessment or downloaded raw data) in whole, in part and/or in combination with any other database, for any medical, diagnostic testing purpose or for any discriminatory purpose or illegal activity. k) Waiver of Property Rights: You understand that you acquire no rights in any research or products that may be developed by MindMetrix or its partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Assessment, or Personal, Registration, and Self-Reported Information.

You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations MindMetrix has the right, in its sole discretion, to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will hold harmless, defend and indemnify MindMetrix and its affiliates against any liability, costs, or damages arising out of the breach of these representations and warranties.

Changes to the Services

As research progresses and scientific knowledge and technology evolve, MindMetrix is constantly innovating to provide a positive experience for its users. MindMetrix reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. As part of this continuing innovation, you acknowledge and agree that MindMetrix may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at MindMetrix's sole discretion, without prior notice to you. You acknowledge and agree that (1) modifications may result in a delay in computations for some of the MindMetrix features or Services, and (2) MindMetrix shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

Software used in connection with the Services (“Software”) that you use may from time to time automatically download and install updates from MindMetrix. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit MindMetrix to deliver these to you) as part of your use of the Services.

You acknowledge that MindMetrix may offer different or additional technologies or features related to the Assessments in the future and that your initial purchase of the Services does not entitle you to any different or additional technologies or features related to the Assessments without fee, and that you will have to pay additional fees in order to have your Personal and Self-Reported Information collected, processed, and/or interpreted using any future or additional technologies or features.

Disclaimer of Warranties

We provide our Services using a commercially reasonable level of care and promise to do our best to make sure you enjoy the Services. But there are certain things that we do not promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER MINDMETRIX NOR ITS AGENTS OR SERVICE PROVIDERS (THE “SERVICES ENTITIES”) MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES, THE CONTENT OF THE SITE, AND THE CONTENT. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

THE SERVICES ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE MEDICAL ADVICE, TREATMENT OR DIAGNOSIS. BY OBTAINING SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT RELY ON THE SERVICES AS MEDICAL ADVICE, TREATMENT, DIAGNOSIS, OR OTHERWISE UTILIZE IN CONNECTION WITH THE MANAGEMENT OF YOUR HEALTH UNLESS UNDER THE DIRECTION OF AN APPROPRIATELY QUALIFIED HEALTHCARE PROFESSIONAL.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTIES OR CONDITIONS OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL SUCH WARRANTIES.

ALTHOUGH MINDMETRIX BELIEVES THE CONTENT TO BE ACCURATE, COMPLETE, AND CURRENT, MINDMETRIX DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE IN THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT. MINDMETRIX DOES NOT WARRANT THAT THE SERVICES, DESCRIPTIONS, INFORMATION OR CONTENT INCLUDED ON THE SITE OR APPLICATION WILL BE AS REPRESENTED BY THIRD PARTY PROVIDERS, WILL BE FREE OF DEFECTS OR LAWFUL TO SELL, OR WILL BE SATISFACTORY TO YOU, OR THAT THIRD-PARTY PROVIDERS WILL PERFORM AS PROMISED.

WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE OR WILL NOT CONTAIN ERRORS, OR (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR (5) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

THE CONTENT AND SERVICES MAY BE OUT OF DATE AND MINDMETRIX MAKES NO COMMITMENT TO UPDATE THE INFORMATION REGARDING THE CONTENT AND SERVICES. HOWEVER, IN AN EFFORT TO PROVIDE YOU WITH THE MOST CURRENT INFORMATION, MINDMETRIX WILL, FROM TIME TO TIME, MAKE CHANGES IN THE CONTENT AND IN THE SERVICES DESCRIBED ON THIS SITE. MINDMETRIX DOES NOT OPERATE AS A BROKER OR AN ACCOUNTING, FINANCIAL, OR INVESTMENT PLANNER OR ADVISOR. MINDMETRIX DOES NOT PROVIDE FINANCIAL, BUSINESS, ACCOUNTING, SECURITIES, TAX, OR LEGAL ADVICE.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. (2) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (3) NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MINDMETRIX OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. (4) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. MINDMETRIX DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, MINDMETRIX SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY ERRORS.

DATA PRACTICES, PRIVACY, AND SECURITY

Account Creation, Customer Account, Password, and Security Obligations

To protect your privacy when you share your Personal and Self-Reported Information with us, you must create your own account.

In consideration of your use of the Services, you agree to: (1) provide true, accurate, current, and complete Registration Information (as defined below) about yourself as prompted by the Services; and (2) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. As part of the registration process you will be requested to provide certain personal data, including among others name, address, email address, telephone number, payment information, username, password, and certain health information (collectively the “Registration Information”). If you provide any Registration Information that is untrue, inaccurate, not current, or incomplete, or if MindMetrix has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, MindMetrix has the right, in its sole discretion, to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

To create an account you will create a password and account designation. Select a password that would be difficult to guess, and change it regularly as an added precaution. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. Do not try to and do not impersonate anyone else when you create your account. If your information changes at any time, please update your account to reflect those changes. You agree to update such information to keep it true and accurate. MindMetrix is not responsible or liable for any inaccurate information you provide.

You are solely responsible for any and all activity that occurs on your account, and you must keep your password confidential and secure. Except as otherwise required by applicable law, you are responsible for all transactions and other activities authorized or performed using your username and password, whether authorized or unauthorized by you.

We reserve the right to take such action in our discretion to help ensure the security of the Services, including, without limitation, terminating an account. Notwithstanding the above, we may rely on the authority of anyone accessing your account or using your password, and in no event, and under no circumstances, shall we be held liable to you for any liabilities or damages arising out of (a) any action or inaction of MindMetrix under this provision or (b) any compromise of the confidentiality of your account or password or any unauthorized access to your account or use of your password except to the extent such compromise, access or use is caused solely by MindMetrix’s breach of the express terms of these Terms, as proved by clear and convincing evidence. You may not use anyone else’s account at any time. If you suspect or become aware of any unauthorized activity or access to your username or password you must contact us immediately at support@mindmetrix.com. Additionally, you agree to ensure that you exit from your account at the end of each session. Except as otherwise expressly stated in these Terms of Service or required by applicable law, MindMetrix cannot and will not be liable for any loss, theft, or damage arising from your failure to comply with this Section.

General Practices Regarding Data Use and Storage

You acknowledge that MindMetrix may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Personal and Self-Reported Information and Services content will be retained by the Service, the maximum disk space that will be allotted on MindMetrix's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that MindMetrix has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services; or for the loss of Personal or Self-Reported Information due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge that MindMetrix reserves the right to change these general practices and limits in its sole discretion.

You acknowledge and agree that MindMetrix may set a fixed upper limit on the number of Transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service at any time, at MindMetrix's discretion.

MindMetrix Privacy Policy and Disclosure of Information

In order to use the Services, you must first acknowledge and agree to the Privacy Policy. You may not use the Services if you do not accept the Privacy Policy. You can acknowledge and agree to the Privacy Policy by (1) clicking to accept or agree to the Privacy Policy, where this option is made available to you by MindMetrix for any Service; or by (2) actually using the Services.

You acknowledge and agree that MindMetrix has the right to monitor any use of its systems by its personnel at any time and maintain copies documenting such monitoring. You acknowledge and agree that MindMetrix may, in its sole discretion, restrict access to the Services for any reason. Our Privacy Policy sets forth the only expectations of privacy any individual should have in terms of usage of the Services, Site, or other systems. Please refer to our Privacy Policy (https://www.mindmetrix.com/privacy_policy) for information about how we collect, use and disclose information about you. If you choose to download a copy of your raw data, you are responsible for storing, securing and protecting that downloaded data.

Material Provided to MindMetrix - Your Proprietary Rights

Disclosure of your Assessment, Personal Information, and/or Self-Reported Information to third parties will not occur without your consent, unless required by law. Note that MindMetrix cannot control any further distribution of your Assessment and/or Self-Reported Information that you share publicly on the Site. You acknowledge and agree that you are responsible for protecting and enforcing those rights and that MindMetrix has no obligation to do so on your behalf.

You understand that you should not expect any financial benefit from MindMetrix as a result of having your Personal or Self-Reported Information processed; made available to you; or, as provided in our Privacy Policy and Terms, shared with or included in the Assessment; combined with that of other users and analyzed or evaluated as a whole, such that no specific individual may be reasonably identified, and shared with research partners, including commercial partners.

MindMetrix shall be free to use any ideas, concepts, know-how, or techniques contained in your Assessment, Personal Information and/or Self-Reported Information for any purpose whatsoever including, but not limited to, developing, manufacturing, or marketing products incorporating such information.

INTELLECTUAL PROPERTY

Ownership of the Services

The information contained in the Services, including all text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Content”) are copyrights, trademarks, trade dress or other intellectual property owned by, controlled by, or licensed to MindMetrix or their respective owners, and are protected under both United States and foreign laws.

MindMetrix's Proprietary Rights

You acknowledge and agree that MindMetrix (or MindMetrix's licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights therein (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by MindMetrix and that you shall not disclose such information without MindMetrix's prior written consent.

You further acknowledge and agree that the Services and any necessary Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the Services and Contents are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.

Except as explicitly stated in these Terms, MindMetrix and its licensors reserve all rights in and to the Services, Software and the Content. We may, but are not obligated to, monitor your use of the Services and Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services, Software, and Content for your own personal, non-commercial use. However, such license is subject to these Terms and does not include any right to (1) sell, resell, rent, lease, loan, or commercially use our Services or Content; (2) copy, reproduce, distribute, publicly perform or publicly display Content, except as expressly permitted by us or our licensors; (3) modify, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services, Software, of Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Content; (4) use any data mining, robots or similar data gathering or extraction methods; and (5) use our Services or Content other than for their intended purposes. Any use of our Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of MindMetrix and/or its suppliers. Your use of the Software is governed by these Terms and any terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. Unless you have been expressly authorized to do so in writing by MindMetrix, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

For any Software not accompanied by a License Agreement, MindMetrix grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer. You may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by MindMetrix, in writing. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MindMetrix, in the manner permitted by the Terms. Unless MindMetrix has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by MindMetrix for use in accessing the Services. Any rights not expressly granted herein are reserved.

No Resale of Service

Unless otherwise agreed in a separate agreement between you and MindMetrix, you agree not to disassemble, reverse engineer, display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Services, use of the Services, or access to the Services.

Notice and Take Down Procedures

If you believe any information, Content, or Transmissions (together, the "Materials") on the Services infringe your copyright or trademark rights, you may request such Materials be removed by following the notice and take down procedures of the Digital Millennium Copyright Act. To follow those procedures, contact the legal team at MindMetrix (address below) and provide the following information:

• A clear statement identifying the works, or other materials believed to be infringed.
• A statement from the intellectual property owner ("Owner") or authorized representative that the Materials are believed to be infringing and not authorized by the Owner.
• Sufficient information about the location of the allegedly infringing Materials so that Accretive can find and verify its existence.
• Your name, telephone number and e-mail address.
• A statement from you under penalty of perjury that the information supplied is accurate, and that you are authorized to act on the Owner's behalf.
• A signature or the electronic equivalent from the Owner or authorized representative.
• MindMetrix’s agent for notice of copyright or trademark issues on the Site can be reached as follows:

Attn: Margot Nash, margot@mindmetrix.com

LIMITATION OF LIABILITY

EXCEPT WHERE PROHIBITED, MINDMETRIX SHALL NOT BE LIABLE FOR (1) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (2) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES (2) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF $100; (3) ANY EVENT BEYOND OUR REASONABLE CONTROL; (4) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL (5) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (6) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (7) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR

(8) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR ANY THIRD PARTY’S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED (COLLECTIVELY, “DAMAGES”).

THIS DISCLAIMER OF LIABILITY FOR DAMAGES INCLUDES, BUT IS NOT LIMITED TO DAMAGES FOR (1) LOSS OF USE, GOODWILL, DATA, OPPORTUNITY, OR PROFITS, OR COST OF PROCURING SUBSTITUTE SERVICES; (2) THE TRANSMISSION OF ANY VIRUSES, DATA OR HARMFUL CODE THAT MAY AFFECT YOUR EQUIPMENT OR ANYONE ELSE’S EQUIPMENT; (3) ANY INCOMPATIBILITY BETWEEN THE SERVICE’S FILES AND YOUR BROWSER OR OTHER WEBSITE ACCESSING PROGRAM, (4) ANY FAILURE OF ANY ELECTRONIC OR TELEPHONE EQUIPMENT, COMMUNICATION OR CONNECTION LINES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, OR ANY FORCE MAJEURE, ALL ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING, OR DISPLAY OF THE CONTENT OF THIS SITE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF MINDMETRIX’S NEGLIGENT, FRAUDULENT, OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.

Dealings with Information Providers and Listed Resources

Your correspondence or business dealings with - or participation in promotions of - information providers, vendors, and/or resources found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such information provider or resource. You acknowledge and agree that MindMetrix shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Services.

Content Posted by Others

We are not responsible for, and do not endorse, Transmissions posted by any other person. Accordingly, we may not be held liable, directly or indirectly, for any loss or damage caused to you in connection with any Transmissions posted by another user. Also, please note that if you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to MindMetrix for certain costs and damages.

Third-Party Websites

The Site may also contain links to third-party websites that are not owned or controlled by MindMetrix. MindMetrix makes no representations or warranties regarding any websites, information or content that may be accessible through this Service that is not maintained, controlled or created by MindMetrix. Further, MindMetrix assumes no responsibility for the content, privacy policies, cookies, or practices of any third-party websites.

MindMetrix will not censor or edit the content of any third-party websites. Additionally, because MindMetrix does not control non-MindMetrix sites or the products advertised therein, you acknowledge and agree that MindMetrix is not responsible for the availability of such non-MindMetrix sites, products, or services, and is neither responsible nor liable for any content, advertising, products, services or other materials on or available from such sites. In no event shall any reference to any non-MindMetrix site, product or service be construed as an approval or endorsement by MindMetrix of such site, product or service. Please see our Privacy Statement for further details. By accessing or using the Services, you expressly relieve MindMetrix from any and all liability arising from your use of any third-party website.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Personal or Self-Reported Information; (2) use of the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Site, Platform, or other offerings. Notwithstanding the foregoing, 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

If you have submitted or otherwise provided your own Personal Information and/or Self-Reported Information, you will indemnify, defend and hold harmless MindMetrix, its employees, contractors, successors, and assigns from any liability arising out of the use or disclosure of any information obtained from analyzing your Personal Information, which is disclosed to you consistent with our Privacy Statement or results from any third-party add-ons to tools we provide. In addition, if you choose to provide your Assessment, Personal Information and/or Self-Reported Information to third parties - whether individuals to whom you facilitate access, intentionally or inadvertently, or to third parties for diagnostic or other purposes - you agree to indemnify, defend and hold harmless MindMetrix, its employees, contractors, successors, and assigns from any and all liability arising from such disclosure or use of your Assessment, Personal Information and/or Self-Reported Information.

DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Binding Arbitration

If the Parties are unable to resolve any controversy or claim arising out of or relating to the Services, use of the Services, these Terms and/or the Privacy Statement (each a “Dispute”) through informal negotiations, you and MindMetrix agree that the Dispute (except those Disputes expressly excluded below) shall be settled by binding arbitration to be held in Michigan in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. To the extent permitted by law, MindMetrix shall pay the administrative fees associated with the arbitration, except for the first $300.00 in administrative fees for any arbitration that is initiated by you, and each of us shall separately pay our counsel fees and expenses. The arbitrator shall apply Michigan law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by the American Arbitration Association, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither you nor MindMetrix shall be entitled to arbitrate their dispute. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

Class Action Waiver

The parties agree to bring any dispute in arbitration only on their own behalf, and not on a class or collective actions basis. Accordingly: There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). The Class Action Waiver shall not be severable from this Arbitration Agreement in any case in which: (a) the dispute is filed as a class and/or collective action and (b) a civil court of competent jurisdiction (subject to appeals if any to an appellate court) finds the Class Action Waiver is unenforceable. In such instances, the class and/or collective action must be litigated in a civil court of competent jurisdiction.

Notwithstanding any other clause or language in this document, Arbitration Agreement and/or any rules or procedures that might otherwise apply by virtue of this document or by virtue of any arbitration organization rules or procedures that now apply or any amendments and/or modifications to those rules, any claim that the Class Action Waiver or any portion of the Class Action Waiver, is unenforceable, inapplicable, unconscionable, or void or voidable, shall be determined only by a court of competent jurisdiction and not by an arbitrator.

The Class Action Waiver and any other provision of this Arbitration Agreement, shall be severable in any case in which the dispute is filed as an individual (non-class and non-collective) action and severance is necessary to ensure that the action proceeds in arbitration.

Governing Law

MindMetrix controls and operates the Services from its offices within the United States. Claims relating to, including the use of, the Services, Platform and the Content contained herein are governed by the laws of the United States and the State of Michigan, regardless of your country of origin or where you access MindMetrix, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. MindMetrix and you agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of these Services shall be filed only in the state or federal courts located in Michigan, United States of America, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action that is not subject to binding arbitration as set forth herein. You expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and you hereby waive any objection that you may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. If you do not agree, please do not use these Services. If you choose to access these Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.

GENERAL TERMS

Changes to the Terms of Service

MindMetrix may make changes to the Terms from time to time, without providing notice to you. When these changes are made, MindMetrix will make a new copy of the Terms available on its website and any new additional terms will be made available to you from within, or through, the affected Services. You acknowledge and agree that if you access or use the Services after the date on which the Terms have changed, MindMetrix will treat your access or use as acceptance of the updated Terms.

Termination of the Terms of Service

These Terms are effective until terminated by either party. We may terminate or suspend these Terms at any time without notice to you. If you want to terminate your legal agreement with MindMetrix, you may do so by notifying MindMetrix at any time in writing, which will entail closing your accounts for all of the Services. Your notice should be sent, in writing, to MindMetrix's address, which is set out on the Site, or online via support@mindmetrix.com. If you provide notice online, MindMetrix will send you an email asking you to confirm your request, and your notice will be effective following receipt of a second email confirmation from you.

We may terminate or suspend the Services at any time (and in conjunction therewith, your password and account(s)) with no notice to you, if: (1) you have breached any provision of the Terms (or have acted in manner which shows that you do not intend to, or are unable to comply with the provisions of the Terms); (2) MindMetrix is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) the partner with whom MindMetrix offered the Services to you has terminated its relationship with MindMetrix or ceased to offer the Services to you; (4) MindMetrix is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (5) the provision of the Services to you by MindMetrix is, in MindMetrix's opinion, no longer commercially viable. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that MindMetrix shall not be liable to you or any third party for any termination of your access to the Services.

Upon termination of these Terms, you shall destroy all content obtained from the Services and all related documentation thereof, whether made under the Terms or otherwise. The Terms will terminate immediately without notice from MindMetrix if in MindMetrix’s sole discretion you fail to comply with any provision of the Terms.

You acknowledge and agree that you are solely responsible for (and that MindMetrix has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Service and for the consequences (including any loss or damage which MindMetrix may suffer) of any such breach. In case of breach of these Terms of Use, MindMetrix has the right to suspend or terminate your account and refuse to grant you or your authorized designees any and all current or future use of the Services (or any portion thereof) and you will hold harmless, defend and indemnify MindMetrix and its affiliates against any liability, costs, or damages arising out of the breach of the foregoing representation and warranty.

Miscellaneous

Entire Agreement. The Terms constitute the entire agreement between you and MindMetrix and govern your use of the Services, superseding any prior agreements between you and MindMetrix on this subject. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.

Waiver. The failure of MindMetrix to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

Term for Cause of Action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Admissibility of Printed Version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Section Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.

Severability Clause. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Survival of Terms. Provisions of these Terms that, by their nature, should survive termination of these Terms will survive termination of these Terms.

Assignment. You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, MindMetrix for any third party that assumes our rights and obligations under this Agreement.

Third-Party Beneficiary. You agree that our third-party services providers are third-party beneficiaries of the applicable provisions of these Terms of Service, with all rights to enforce such provisions as if such service providers were a party to these Terms.

Additional Terms. In conjunction with your access or use of the Services, you may be subject to additional terms, rules, policies, and conditions that are posted on the Site (the “Additional Terms”), which are hereby incorporated by reference into these Terms of Service. In the event of a conflict between any Additional Terms and these Terms, these Terms will control.

Notice for California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to support@mindmetrix.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

COMMUNICATION WITH MINDMETRIX

Consent to Use Electronic Communications

To the extent permitted by applicable law, you consent to electronically receive all records, notices, communications, and other items for all Services provided to you under these Terms and in connection with your relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide you in paper form (e.g., by mail). By accepting and agreeing to these Terms electronically, you represent that: (a) you have read and understand this consent to receive Communications electronically; (b) you satisfy the minimum hardware and software requirements specified below; and (c) your consent will remain in effect until you withdraw your consent as specified below.

Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at support@mind-metrix.com. If you withdraw your consent to receive Communications electronically, we will close your account, and you will no longer be able to use your account or the Services, except as expressly provided in these Terms. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that withdrawal of your consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile device number or other text message address by updating your account. You should print and save and/or electronically store a copy of all Communications that we send to you electronically.

In order to access and retain Communications provided to you electronically, you must have the appropriate software systems and hardware systems to accept such electronic Communications.

We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these TOSTerms, without obligation to deliver notice to you of such termination or change.

All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting Transmissions (as defined below), creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Statement.

Notice

Official notices related to these Terms must be sent to us at:

JLY Holdings, LLC 441 S. Livernois Suite 100 Rochester Hills, MI 48307

Additionally, MindMetrix accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

Contact Us

If you have questions or comments about these Terms, you may email us at support@mindmetrix.com.