By agreeing to these Psychable Membership and Upgrade Terms (“Promotional Terms”), Psychable Inc (“Psychable”) agrees to provide the advertising services (the “Membership/Ads Programs”) in connection with Psychable’s websites, mobile applications, and other properties (including third party properties provided Psychable notifies and gives Client the opportunity to opt-out) (“Site”) that you, as “Client”, selected in the web-based Psychable Ads and/or Business Page Upgrades self service check-out form (“Check Out Form”), subject to your compliance with these Promotional Terms. The Check Out Form sets forth the Membership/Ads Programs being purchased, applicable fees, the date the Membership/Ads Program starts (“Service Start Date”), special promotions, the duration of the advertising commitment (“Commitment Period”), amongst other relevant information. Each Check Out Form is governed by and incorporated into these Promotional Terms. Psychable may at any time replace the features associated with any Membership/Ads Program with features of substantially similar value.
By agreeing to these Promotional Terms, you represent and warrant that you have full legal power and authority to enter into these Promotional Terms, perform the obligations hereunder, and authorize the fee payments set forth in the Checkout Form(s). The Membership/Ads Programs are provided to Client in Los Angeles, California.
The “Psychable Membership” Ad Service causes advertisements for your business to be displayed on one or more media properties, including Psychable’s websites, mobile applications, and other properties (including third party properties provided Psychable notifies and gives Client the opportunity to opt-out) (collectively, the “Site”), as further described in the Checkout Form. With Psychable Membership, Psychable delivers a variable and unguaranteed number of ad impressions and leads to the Site to promote Client’s business, as determined at Psychable’s sole discretion based on available inventory and other factors, and Client pays Psychable for the number of clicks during a given period of time. An “ad impression” occurs when Psychable elects to display, from its pool of advertisers, a specific reference to the Client’s business or a method of contacting or interacting with Client’s business via the Site. A “click” is a single instance for which Psychable records that a user acted on or in connection with an ad impression, such as clicking on it or requesting information, quotes, or appointments. Psychable establishes a minimum bid price per click, which is the least the Client would pay for a click and which Psychable may change at any time. If there are no competing advertisers, Client pays the minimum bid price. If there are competing advertisers, the winning advertiser will pay the minimum amount of money necessary to beat the second-place advertiser, based on relevance and bid price. Client agrees to allow Psychable to implement an bidding strategy whereby Client’s bid price per click varies based on relevance, competition, and other factors, in an effort to maximize the number of clicks Client receives. You understand that Psychable will determine, in its sole discretion, how to measure the number of ad impressions and clicks.
“Business Page Upgrades” mean the enhanced services on the Psychable Site, including but not limited to Enhanced Profile, Slideshow, Restrict Competitors’ Ads, and Call to Action, are further described on the Checkout Form.
You agree to pay the fees for Membership Services as specified on your Checkout Form. You are also responsible for any additional taxes and government charges, if any. Unpaid amounts or errors may be billed by Psychable on subsequent dates. If your payment method fails or your account is past due, Psychable may collect past due amounts using other collection mechanisms, and you agree to pay all expenses associated with such collection, including reasonable attorneys’ fees. When purchased individually rather than as part of a package that includes Psychable Membership, Psychable may require that Business Page Upgrades be paid in advance in monthly or yearly installments. When you purchase a package of Membership Services that includes Business Page Upgrades and Psychable Ads, a portion of your fees will cover your Business Page Upgrades and a portion will be used as a budget for Psychable Membership.
IF CLIENT PROVIDES PSYCHABLE WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION, CLIENT AUTHORIZES PSYCHABLE TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD USED TO PURCHASE MEMBERSHIP/ADS PROGRAMS. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
PSYCHABLE WILL UPDATE CLIENT’S PAYMENT CARD INFORMATION IF PSYCHABLE IS NOTIFIED BY CLIENT’S BANK OR CREDIT CARD PROVIDER THAT THE PAYMENT CARD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.
2.1 Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your other applicable limits, (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you.
2.2 Fee Adjustments at Renewal. Upon renewal, we may increase your fees. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required.
2.3 Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
2.4 Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
2.5 Payment Information. You will keep your Authorized Payment Method, contact information, billing information up to date for the payment of incurred and recurring fees, as applicable. Changes may be made on your Billing Page within your Psychable account. You authorize Psychable to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Psychable Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
2.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.
2.7 Withholding Tax. If you are required to deduct or withhold tax from payment of your Psychable invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).
You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.
Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Promotional Terms, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.
Client represents and warrants to Psychable that any information or materials that Client provides in connection with Membership Programs (“Advertising Materials”) will (a) be true and complete, (b) not contain any material that violates Psychable’s content guidelines or that is otherwise unlawful, defamatory or obscene, or that infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights) or that may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all applicable laws and regulations in its performance of the Promotional Terms (including all applicable privacy / data protection laws and regulations and laws related to Promotions). “Promotions” are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by Client. Psychable reserves the right to reject or remove any Advertising Materials at its sole discretion, and to alter any Advertising Materials to conform to technical specifications.
Client further represents and warrants to Psychable that Client will not, and will not authorize or induce any other party, to: (x) generate automated, fraudulent or otherwise invalid ad impressions, inquiries, conversions, ad clicks or other actions; (y) use any automated means or form of scraping or data extraction to access, query or otherwise collect Psychable content and reviews from the Site, except as expressly permitted by Psychable or (z) use any Psychable trademarks in any manner without Psychable’s prior written consent. All rights not expressly granted to Client hereunder are reserved by Psychable.
The Site allows consumers to post ratings and reviews about businesses like Client’s. Purchasing Membership/Ads Programs does not impact ratings or reviews. The Site employs automated software in an effort to showcase the most reliable and useful reviews while displaying other reviews less prominently. Client understands that while Psychable uses such automated software to identify potentially less helpful reviews, the software may sometimes suppress legitimate reviews or fail to detect illegitimate reviews. Client’s purchase of Membership/Ads Programs will not influence the automated software or otherwise allow or enable Client, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on the Site. Psychable disclaims all liability arising from Psychable’s access to Client’s account on Client’s behalf in order to make changes or post information to the Site (“Client Instructions”). It is Client’s responsibility to confirm that Client Instructions are executed as requested. Client’s use of the Site, including any use by someone else acting on Client’s instructions, is governed by the Terms of Service posted here: https://psychable.com/terms-of-use (“TOS”).
5.1 Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term, or one year.
5.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the Psychable product and edition you have subscribed to.
If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Psychable account.
5.3 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
5.4 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
5.5.1 Suspension for Prohibited Acts
We may suspend any User’s access to any or all Subscription Services without notice for:
(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
(ii) use of the Psychable digital send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or
(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
5.5.2 Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
5.5.3 Suspension for Present Harm
If your website, or use of, the Subscription Service:
(i) is being subjected to denial of service attacks or other disruptive activity,
(ii) is being used to engage in denial of service attacks or other disruptive activity,
(iii) is creating a security vulnerability for the Subscription Service or others,
(iv) is consuming excessive bandwidth or storage, or
(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.
We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
5.5.4 Suspension and Termination of Free Services
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
5.6 Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause.
You will continue to be subject to this Agreement for as long as you have access to a Psychable account.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Psychable Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
CLIENT ACKNOWLEDGES AND AGREES THAT MEMBERSHIP/ADS PROGRAMS ARE PROVIDED TO CLIENT ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. PSYCHABLE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE MEMBERSHIP/ADS PROGRAMS AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, PSYCHABLE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE MEMBERSHIP/ADS PROGRAMS, INCLUDING AD CLICK RATES, CONVERSIONS, AND ANY USER-GENERATED CONTENT THAT APPEARS IN YOUR MEMBERSHIP/ADS PROGRAMS, (II) THE ACCURACY OF THE INFORMATION AND METRICS THAT PSYCHABLE PROVIDES IN CONNECTION WITH THE SITE OR MEMBERSHIP/ADS PROGRAMS (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT VISITORS AND USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. PSYCHABLE SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE PSYCHABLE WILL TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, PSYCHABLE MAY NOT BE ABLE TO ACHIEVE A CLIENT’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.
(a) THIRD PARTIES MAY INADVERTENTLY OR FOR FRAUDULENT OR IMPROPER PURPOSES GENERATE AD IMPRESSIONS, USER VIEWS, CALLS OR AD CLICKS (“THIRD-PARTY ACTIVITY”), WHICH MAY IMPACT THE FEES YOU PAY PSYCHABLE AND THE PERCEIVED EFFECTIVENESS OF MEMBERSHIP/ADS PROGRAMS. CLIENT ACCEPTS THE RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO PSYCHABLE. AS SUCH, THE PARTIES AGREE THAT PSYCHABLE HAS NO LIABILITY FOR CLAIMS ARISING FROM OR IN CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, IN WHICH CASE PSYCHABLE’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES ON PSYCHABLE EQUAL TO THE NUMBER OF THIRD-PARTY ACTIVITY. TO THE EXTENT THAT PSYCHABLE ITSELF INADVERTENTLY GENERATES AD IMPRESSIONS, USER VIEWS, OR AD CLICKS, PSYCHABLE’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES EQUAL TO THE NUMBER OF SUCH INVALID AD IMPRESSIONS, USER VIEWS, OR AD CLICKS, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW. PSYCHABLE’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IN THE EVENT OF ANY UNDER-DELIVERY OF AD IMPRESSIONS IN ANY GIVEN MONTH IS, AT PSYCHABLE’S SOLE DISCRETION, FOR PSYCHABLE TO EITHER (I) DELIVER THE SHORTFALL OF AD IMPRESSIONS IN SUBSEQUENT MONTHS OR (II) PROVIDE A REFUND OF THE OVERCHARGED AMOUNT, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW.
(b) FOR ALL OTHER CLAIMS ARISING FROM, RELATED TO, OR IN CONNECTION WITH A CHECK-OUT FORM, MEMBERSHIP/AD PROGRAMS, OR THE PROMOTIONAL TERMS THAT ARE NOT EXPRESSLY ADDRESSED IN SECTION VII (a) ABOVE, PSYHCABLE’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND CLIENT’S EXCLUSIVE AGGREGATE REMEDY IS THE TOTAL FEES PAYABLE TO PSYCHABLE HEREUNDER DURING THE SPECIFIED COMMITMENT PERIOD EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
(c) NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH A CHECK-OUT FORM, THE MEMBERSHIP/AD PROGRAMS, THE SITE, OR THESE PROMOTIONAL TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION VII SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
Client will indemnify, defend, and hold Psychable and its officers, directors, agents, affiliates, and employees harmless from and against any and all third party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with (i) the Advertising Materials, Client Instructions, or Client’s use of Membership/Ads Programs, (ii) any breach of representations or warranties provided under these Promotional Terms by Client in Section III, (iii) any Promotion, including any claims for any violation by the Promotion of any applicable law, rule or regulation, or (iv) Client’s products or services or the provision thereof to end users. Psychable will notify Client promptly of any Third Party Claim for which it seeks indemnification and will permit Client to control the defense of such Third Party Claim with counsel chosen by Client; provided, that Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Psychable without Psychable’s prior written consent.
(a) Any claim, controversy, cause of action or dispute that might arise between Client and Psychable (“Claim”) will be exclusively governed by laws of the United States of America and the State of California consistent with the Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Client agrees that any subpoena, third-party discovery request, or other third-party process directed to Psychable must issue from, or be domesticated by, the state or federal courts located within Los Angeles County, California.
(b) All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the AAA. Arbitrations will be held in Los Angeles, California, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN LOS ANGELES COUNTY, CALIFORNIA, WHICH IS THE PLACE OF PERFORMANCE OF THIS AGREEMENT.
(c) CLIENT AND PSYCHABLE AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CLIENT AND PSYCHABLE
AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (C), AND THIS SUBSECTION (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
(a) The Promotional Terms embodies the entire and exclusive agreement between the parties respecting the subject matter herein, and supersedes any and all prior related oral, emailed or written representations and agreements between the parties. No statements or promises by either party have been relied upon in entering into the Promotional Terms, except as expressly set forth herein. Each party shall not disclose the terms or conditions of the Promotional Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.
(b) Anyone agreeing to the Promotional Terms on behalf of Client represents and warrants that it has full legal power and authority to enter into the Promotional Terms, perform its obligations hereunder, and authorize the fee payments set forth in the Check Out Form(s).
(c) Notices under the Promotional Terms must be in writing and sent via the following methods. Psychable may provide effective notice to Client by facsimile, registered or certified mail, commercial courier or by sending an email to the email address specified in the Client Information section, and the notice will be deemed received when received by Client, but any event no later than two (2) days after dispatch by Psychable. Any notices sent by Client to Psychable must be sent via registered or certified mail, or commercial courier to its General Counsel at Psychable Inc., 16850 Collins Avenue #112-669, Sunny Isles Beach, FL 33160, though notices of termination for convenience may also be sent via email as specified above in Section V, and will be deemed received when such notice is received by Psychable.
(d) Any conflict among the Promotional Terms, TOS, and Check Out Forms will be resolved first in favor of the Check Out Forms (most recent first, if applicable), then the Promotional Terms, and then the TOS. The Promotional Terms may not be amended or modified except as agreed upon in writing by the parties. No provision in the Promotional Terms may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Client may not assign any rights or obligations under the Promotional Terms without Psychable’s prior consent, and any purported assignment by Client shall be void. If any provision of the Promotional Terms is held to be invalid or unenforceable, the parties will either substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision or strike such provision without further prejudice to the Promotional Terms such that all remaining provisions of the Promotional Terms shall remain in full force and effect. Sections VI, VII, VIII, IX, and X of the Promotional Terms will survive any termination of the Promotional Terms.