Coalesce Terms of Service

Terms of Service

These Terms of Service between EMDR Association (UK) and its affiliates and the individual or legal entity licensing the software and services under this Agreement
governs access and use of the Software and Services.

EMDR Association (UK) is a charity and a private limited company by guarantee registered in England and Wales (charity no. 1140865; company no. 07428145). Our
registered address is Brabners C/O Charities Department, Horton House, Exchange Flags, Liverpool L2 3YL

Interpretations and Definitions

Interpretations

The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning
regardless of whether they appear in singular or in plural.

Definitions

• ‘Agreement’ means these Terms of Service that form the entire agreement between You and the Association regarding the use of the Service.
• ‘Association’ (referred to as either “the Association”, “We”, “Us” or “Our” in these TOS) refers to EMDR Association UK and its affiliates.
• ‘Content’ refers to text, images, or other information that can be posted, uploaded, linked to or otherwise made available either by You or by the
  Association, regardless of the form of that content.
• ‘Effective Date’ means the effective date of commencement of Your Subscription to the Software and Service.
• “Membership” means Your act of Subscribing to belong to EMDR Association (UK)
• “Party” or “Parties” means You and the Association, both individually and collectively
• “Software and Service” (also referred to as “Software” or ‘Service”) means the proprietary and hosted web application membership platform named
  ‘Coalesce’, provided by the Association and used by You on the Association’s website.
• “Subscription” (also referred to as “Subscribing”) means Your Annual payment and agreement to these TOS to access the Software and Service
• “Terms of Service” (also referred to as “TOS”) means this agreement that forms the entire agreement between You and the Association regarding the
  use of the Software and Service.
• “You” (also referred to as “Your” or “Customer”) means the individual accessing or using the Service or the company, or other legal entity on
  behalf of which such individual is accessing or using the Application, as applicable

Preamble

EMDR Association UK has developed and owns Software known as “Coalesce” that offers a subscriber-only web-based membership platform for EMDR therapists
within the UK. Such solutions are provided to customers on a Software-as-a-Service (SaaS) basis; and this Agreement governs your relation in connection with
the Customer’s Subscription, as well as its end user’s (where relevant) access to and usage of the Service (as defined below).

1. Acceptance of Terms of Service

1.1 By Subscribing to Our Services at EMDR Association UK, You accept these Terms of Service of the Association

1.2 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, You warrant (i) that You are authorised to represent the organisation and (ii) that You accept the TOS on behalf of the organisation as You are authorised to.

1.3 The TOS may be modified from time to time and all contract renewals will be subject to the TOS in effect at the time of the renewal.

2. Software Access; Restrictions

2.1 Subject to these TOS, we grant the Customer a limited, non-transferable and non-exclusive right to access and use the Software and Service via a web browser.

2.2 The Association is hosting the Service and makes the Service available to You for usage via a web browser. Nothing contained in these TOS shall transfer any rights in or to the Service other than those rights specifically contained in this Agreement. The Association is not obligated to make available or deliver any copies of programs or code in any way, shape or form.

2.3 You shall not (i) copy, modify, alter or create derivative works from the Service; (ii) lease, rent, distribute, or resell the Service; (iii) use the Service as the basis for creating a competitive solution (or assisting another party to do so); (iv) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Software; (v) or engage in any activity with the Software that interferes with, disrupts, damages, or accesses in an unauthorised manner the servers, networks, or other properties or services of the Association or any third-party. You will use the Service in compliance with your applicable local, regional, national, and international laws, rules and regulations.

2.4 You shall not, personally or via third-party authorisation, (i) use the Service to upload or distribute any Content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by the Association; (ii) resell, reproduce, duplicate or exploit any part of the Service without Our express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any Content from the Association’s software.

2.5 The paid license granted to You includes basic support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: acts of God, acts of government, natural disasters, acts of terror, internet service provider (ISP) failures or delays, strikes or other labor events (other than those involving Our employees), or denial of service (DDoS) attacks.

3. Data Protection; Indemnification

3.1 The safety of your data is a priority to Us. You can see how We protect and handle Your data in Our Privacy Policy.

3.2 We are obligated to observe and are working in accordance with United Kingdom’s data protection laws.

3.3 In the event Your data has been breached, You will be promptly notified of the nature and scope of such breach and We will immediately initiate remedial actions consistent with industry standards.

3.4 Anonymous, aggregate information may be used by our third-party vendors to conduct certain analytical research, performance tracking and benchmarking. Such third-party vendors may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including helping to improve products and services and assisting in troubleshooting and technical support. Your personal information will not be shared with or sold to unauthorised third-parties.

3.5 The Association shall be liable for damage caused by data processing or handling only where we have not complied with UK GDPR obligations specifically directed to processors or where we have acted against lawful instructions from You.

3.6 Liability is limited in accordance with clause 9.

4. Payment Terms; Commitment Periods

4.1 If Your company resides within the United Kingdom, the fee charged by us includes the local value added tax (VAT). If Your company does not reside within the United Kingdom, all fees exclude relevant duties or taxes. In this case, You are responsible for payment of all such taxes or duties.

4.2 Unless agreed otherwise, Your Subscription renews automatically on an annual basis until terminated in accordance with this Agreement.

4.3 Subscriptions require a minimum commitment of one year. You shall be required to pay in full the annual commitment period upon purchasing Your Membership. Memberships and Subscriptions are automatically renewed on their anniversary for a subsequent one-year period, unless terminated in accordance with this Agreement.

4.4 All payments are due immediately on an annual basis starting from the date of the first payment. They must be paid via Direct Debit.

4.5 If Your Subscription is suspended for non-payment, You will no longer have access to the Service until the Subscription payment is made.

4.6 The prices for Your Subscription may be annually adjusted to compensate for increasing running costs (within reason). These price adjustments will be communicated to You in textual form and shall not apply to any periods that You have already paid for. If the price increase is more than 20% of the previous price, You may object within two weeks of notification.

4.7 Any change in price resulting from a change in the scope of features shall not be considered a price adjustment within the meaning of section 4.6.

5. Proprietary Rights

5.1 The Association owns all rights, titles and interests in and to the Software including without limitation all intellectual property rights, and such rights are protected by the United Kingdom’s intellectual property laws.

5.2 The Association retains all rights, titles and interests in and to the Software and Service as well as modifications and enhancements, regardless of whether You have provided inspiration or input regarding such events.

5.3 You retain all rights, titles and interests to all input uploaded to the Service by You, or by Us on Your behalf if this information was already in Your possession. We have no rights or interests in Your personally identifiable information.

5.4 Provided that such use does not reveal personally identifiable information, We may collect, use and disclose the performance and transactional data related to the use of the Software and Service for Our business purposes.

6. Third Party Services

6.1 You understand that the Software and Service may require access to certain third-party services. By accepting these Terms of Service, you authorise third-party service providers to obtain Your data from third-parties and share it with the Association for the Software and Service. Such data may include your financial or personal information.

6.2 In addition, You agree that the Association may provide Your data to the third-party service provider. You represent and warrant that You have the rights and authority to provide such authorisations to the third-party service providers and the Association.

6.3 Your use and/or access of any third-party services through the use of the Software shall be limited to those uses and access rights permitted by the third-party service provider.

6.4 If you access or use any third-party services, you are responsible for reviewing and understanding any terms and conditions governing those third-party services.

6.5 You understand that Association has no control over third-party services and that your ability to access and use the third-party services may be suspended or terminated at any time, for any reason, at the third-party service provider’s discretion.

6.6 Under these Terms Of Service, Intuit is a third-party beneficiary and has rights to enforce the terms of this Agreement.

7. Your Responsibility; Illicit Use of the Service

7.1 Once You have Subscribed to Membership of the Association, it is Your responsibility to adhere to the relevant terms of these TOS as well as the Association’s Code of Conduct for Members

7.2 You accept that the Association does not exercise any control over Your specific practices. You assume full responsibility for all decisions made with respect to Your use of the Software and Service and agree to use such Software and Service at Your own risk.

7.3 It is Your sole responsibility to monitor Your compliance with all applicable laws when using Our Software and Service.

7.4 Uploaded Content and information must be consistent with Your applicable laws. Any and all uploads that may cause harm to Our interests or public image are not permitted. This especially applies to the following:

• uploading Content in contravention to any applicable data protection, criminal, and copyright laws as well as personality and commercial protection rights;
• uploading Content of any defamatory, harassing, fraudulent, libelous, obscene, virus-containing, unconstitutional, sexist, racist, or pornographic nature.

7.5 In the event that an obligation of this Agreement is violated, We shall, after having issued a prior warning, have the right to restrict access to our Software and Service until the Customer ceases the violation and remedies any relevant consequences.

7.6 You will be held responsible for the Actions of Your employees using our Service, where relevant. You shall indemnify us from any and all claims asserted by other Users, other Customers or other third parties on account of illicit use of the Service by You or any of your employees.

7.7 In the event of any preclusion, termination rights and claims for damages shall not be affected.

8. Arbitration

8.1 Any dispute arising between the Parties shall be resolved by Arbitration. Arbitration may take place virtually or in-person. The Arbitrators’ decision shall be final and binding on both Parties.

9. Liability Limitation

9.1 We shall be liable for damages caused by Us only if such damages are:

• caused by gross negligence, malicious intent, or malicious deception
• caused by the injury to life, body, or health
• caused by breach of fundamental contract obligations, which are the basic duties forming the essence of the Agreement and were decisive for the conclusion of such Agreement. In case of breach of fundamental contract obligations the ensuing liability for damages shall be limited to the amount referenced in 9.3.

9.2 We shall also be liable for any guarantees assumed by Us being violated, pursuant to the scope of the agreed guarantee.

9.3 The maximum liability of a Party under these TOS shall not exceed twice the amount paid for Your most recent annual Subscription to the Service.

9.4 The liability of a Party under these TOS shall not extend to loss of profit, revenue, business opportunity or any other indirect or consequential loss or damage.

9.5 Liability under the Product Liability law remains unaffected.

10. Term Activation and Termination

10.1 Your purchased Subscription commences on the Effective Date and continues until the Subscription has expired or been terminated.

10.2 These TOS become effective from the Effective Date and apply in full until the Subscription granted in accordance with these TOS has expired or been terminated. In the case of free trial periods where You do not choose to purchase a Subscription, the TOS will terminate at the end of the free trial period.

10.3 You may terminate Your use of Our Software and Service on the Software membership dashboard by toggling the autorenewal button. Subscriptions are renewed via Direct Debit and we therefore recommend terminating with a months’ notice. You will not receive refunds or credits for the termination Subscriptions, unless agreed otherwise.

10.4 We may terminate or suspend Your access to the Service without liability if such termination or suspension is based on Our good faith belief that You have violated any of the TOS and You did not remedy the violation in question within thirty (30) days of Us giving notice of this violation.

10.5 The right to termination for cause and without notice remains unaffected.

10.6 Any notice of termination must be delivered in text form (e.g. via e-mail) in order to be effective.

10.7 Should you request it, we will make a file of Your data available to You. After a 90 day period, We have no obligation to provide any of Your data and may there after delete some or all of Your data in Our possession or under Our control, unless legally prohibited or needed to adhere to our data retention policy.

11. Miscellaneous

11.1 Neither Party will assign its rights or obligations under these TOS without prior written consent of the other Party. Any such assignment shall render this Agreement null and void.

11.2 Any disputes that the Parties cannot amicably resolve shall be settled by the jurisdiction of the courts of England and Wales.

11.3 If any provision of this TOS shall be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of
this Agreement. The invalid or unenforceable provision shall be replaced with the relevant valid and enforceable provision that as closely as possible reflects the economic intention that the Parties pursued with the invalid or unenforceable provision.

11.4 These TOS comprise the entire Agreement between Us with respect to the Software and Service and supersede all prior representations, Agreements and understandings, written or oral.

12. Disclaimer

12.1 You acknowledge and agree that the Software, any third-party services and any data provided via the third-party services are provided “as is” and “as available.”

12.2 The Association, its licensors and third-party service providers make no warranty, express, implied, or statutory and disclaim any and all warranties with respect to the Software, any third-party services or any data provided via the third-party services or Software, in whole or in part, including without limitation any implied warranty of fitness for a particular purpose, merchantability, or non-infringement.

12.3 You understand and agree that any use of the Software, third-party services or data provided via the third-party services or Software will be at Your sole
risk, and that, if there is any liability in connection with the Software including liability arising from a security incident or the Association’s lack of compliance with applicable laws or regulations or data privacy protection, such liability is solely with the Association and not its licensors or third party service providers.

13. Variation

We reserve the right to make reasonable changes to these TOS. Changes will be notified in writing and will take effect from the date of the notice or another date as
specified.