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

Use of the Service is also governed by Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. Privacy Policy, which is incorporated herein by reference. Our Privacy Policy contains important information about how we collect, store and use your personal data and we encourage you to read the Privacy Policy carefully.

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

Subject to your agreement and continuing compliance with these terms, Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. grants you a non-exclusive, non-transferable, non-sublicensable and revocable limited access and use the Service solely for your own personal, non-commercial purposes. You agree not to use the Service for any other purpose.

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

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

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

Content also includes user-generated Content, UGC includes but is not limited to Account information, Assessment Information as defined in the Privacy Policy and, any other Content you contribute to the Services.

All Content with the exception of third party content is and will remain owned by Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. or our affiliates, subsidiaries, licensors or suppliers. Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. reserves all rights, title and interest in the content and all associated copyrights, trademarks, and other intellectual property rights therein that are not expressly granted to you in these terms. You agree to indemnify and hold harmless us from any breach by you of these terms.

The Service may include hyperlinks to web sites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. does not control such web sites, and is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect.

We may terminate access to the Services at any time by giving you 30-days notice of such termination either via email or posted on the Service.

We may also terminate your access to the Services for violation of these terms, including if we deem that your use of the Services renders the Services less safe for others and/or minors, or for illegal or improper use of the Services, Content, Account, or our intellectual property, as determined by Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. In this event, WLV or TBA may alternatively issue you a warning, suspend your Account, or temporarily or permanently ban your device and/or machine from accessing all or a certain Services.

DISCLAIMER OF WARRANTIES

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

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

LIMITATIONS; WAIVERS OF LIABILITY

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

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

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

RELEASE & INDEMNIFICATION

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

Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. reserve the right to modify these terms at any time. Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. may provide you with notice of such modifications, by sending you an e-mail message or posting a message on the Services. Your continued use of the Services will signify your acceptance of the modifications to the Terms.

These Terms, any supplemental policies and any documents expressly incorporated by reference herein including Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. Privacy Policy contain the entire understanding of you and us with respect to the Service, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us with respect to the Services.

Law and Forum for Legal Disputes

For users, whose sponsoring organization is based in Canada 

 

These Terms and any dispute arising out of or related to it or the Services will be governed in all respects by the laws of the Province of Ontario without regard to conflict of law provisions. You agree that any claim or dispute you may have against us must be resolved exclusively by a court located in Ontario. You agree to submit to the personal jurisdiction of the courts located within Ontario for the purpose of litigating all such claims or disputes.

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

We may send notices to you via postings on the Services and via e-mail or by any other communication means using the contact information you provide to Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. All notices given by you or required from you under these Terms or the Williams Leal & Vito Inc. and/or Target Benefit Administrators Ltd. Privacy Policy shall be in writing and addressed to:

Williams Leal & Vito Inc.

155 Rexdale Blvd. Suite 603

Toronto ON M9W 5Z8