Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services as an employee or member (“Employee”) of a company or other legal entity that has paid or agreed to pay the necessary fees for your use of the Services pursuant to an ordering document (“Order Form”) executed by it (the “Company”), your Company as well as you are bound by these Terms.
Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 18(f) “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Description of Services. Oji equips you to develop your emotional intelligence via a digital learning experience that we call a “Life Lab”. We do this by providing you a mix of self-learning and facilitated-learning tools and features of our Services (each, a “Tool”) including without limitation, allowing you to work independently on our Life Lab lessons via our App, facilitating emotional learning discussions (including one on one chat and video sessions) with our trained Coaches, and providing text-based discussions with Coaches on emotional intelligence topics. All information that you provide or submit to the Services, whether as part of your self-learning via the App, or as part of the individual sessions or text chats with the Coaches is collectively referred to as “Confidential Private Information”. Any information that you choose to provide in a facilitated group session is referred to as “Group Private Information”. We also prepare statistical and aggregate reports tracking the overall progress of the Employees within an organization for their Companies (“Aggregate Reports”). All Aggregate Reports will be a compilation of the aggregate data of many participants like yourself, will always be anonymous, and will never be able to identify you or any other participant. For the purposes of these Terms, “Coach” means an Oji employee or consultant who is appropriately trained by Oji to provide consultation to its users in the area of emotional learning, on the topics that the Services explore, and serves as an advisor, trainer, and facilitator in conversations with the users, whether during one-on-one or group sessions.
Confidentiality of Your (Confidential and Group) Private Information. Creating a safe environment within our Services where you feel comfortable expressing yourself is of paramount importance to us. With that in mind, we treat all your Confidential Private Information as strictly confidential and do not disclose it to anyone except for sharing with our Coaches, internal staff, and service providers who are also bound by terms of confidentiality, for the sole purpose of providing and improving our Services. All your Confidential Private Information and Group Private Information is your information, and you alone own it. You alone will decide which of the Confidential Private Information that you input into the Services via the self-learning feature of the Services will be kept strictly private (i.e. no one except you can see it), which of such information will be shared with the Coaches, and which information will be shared with the entire community of our Services including, other users of the Services (“Life Lab Community”). You have 100% control over what Confidential Private Information you share and with whom, and we will share only those of your text, audio, video or photographic responses that you ask us to share with the Coaches, or with the Life Lab Community by clicking on the “Share” option on the Services. We will also provide Coaches with access to the recordings of the chat sessions and live group sessions so that they have proper context and background before they chat or have a live session with you, for a more meaningful conversation. Needless to say, all the Group Private Information you share in a live or video group session will be disclosed to the Coach facilitating the session as well as other participants in the group session. Please note that while we strive to emphasize the importance of confidentiality to everyone participating, we do not control any of the participants, like yourself. Hence, we cannot promise any confidential treatment of whatever you share in such group sessions.
Who May Use the Services?
Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Oji) and are not barred from using the Services under applicable law.
Registration and Your Information. If you want to use certain features of the Services you’ll have to register to use the Services by creating an account (“Account”) using the secure authentication credentials provided by us via email. If you are using the Services as an Employee of a Company, you will receive such secure authentication credentials via email from us or from your Company (either form of authentication, “Login Credentials”).
Accuracy of Account Information. You agree to keep your Login Credentials confidential, and to notify us or the appropriate Oji representative at your Company promptly, if you become aware of your login ID or password being disclosed to any third party or otherwise compromised. YOU AND YOUR COMPANY, AND NOT OJI, SHALL BE SOLELY RESPONSIBLE FOR ANY USE OR MISUSE OF YOUR LOGIN CREDENTIALS AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT, WHETHER OR NOT YOU KNOW ABOUT THEM.
Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Payments. Oji requires payment of a fee for use of the Services (or certain portions thereof) (“Fees”) either by your Company (if you are using the Services as an Employee of that Company) or by you (if you have registered to use the Services for yourself).
General. Whether you are using the Services as an Employee of your Company or as an individual paying for themselves, your Company and you (respectively) expressly authorize us (or our third-party payment processor) to charge it or you (as applicable) for the Fees in accordance with the Order Form (in case of Company), and in accordance with the pricing you have selected from our pricing page ojilifelab.com/pricing (in case of individual users). We may ask you to supply additional information relevant to your payment transaction (“Transaction”), including your credit card number, bank account number for wire transfer (or details about other payment methods agreed to be used by you or your Company), the expiration date of your credit card, your email and postal addresses for billing and notification, and any other details reasonably requested for processing the Transaction (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
Cancellations & Refunds. You may cancel your purchase of any Oji Life Lab at any time. You are eligible for a full refund if you request one in writing within sixty (60) days of purchase or prior to attending your first live coaching session, whichever occurs first. To cancel your purchase and/or request a refund, please email your request to email@example.com. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO RECEIVE A REFUND OF YOUR TRANSACTION AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; however, if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction.
Publicity. Oji Life Lab may include Customer’s name in a list of Oji Life Lab’s Customers online and in print and electronic marketing materials. You can opt-out of this use by filling out the form here.
Content Ownership, Responsibility and Removal.
Definitions. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services including without limitation, your Confidential Private Information and Group Private Information. Content includes without limitation User Content.
Content Ownership. You alone own your User Content; Oji does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Oji and its licensors exclusively own the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You. By making any User Content available through the Services you hereby grant to Oji, subject to the confidentiality provisions in Section 5, a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content solely in connection with operating, providing, and improving the Services.
Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant to us that: (i) you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms, (ii) neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Oji on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) none of your User Content will transmit any viruses, worms, malware, Trojan horses, or other harmful or destructive code.
Rights in Content Granted by Oji. Subject to your compliance with these Terms (including payment of the necessary Fees by you, or your Company if you are registered to use the Services as an Employee of a Company), Oji grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Aggregate Data. Oji may monitor your use of the Services and usage data and information related to such use and User Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregate Data"). Oji exclusively owns the Aggregate Data and all intellectual property rights therein, and Oji may use such information to the extent and in the manner it deems fit including without limitation, as required by applicable law or regulation and for purposes of data gathering, analysis, Services enhancement, Services improvement, research and development, and marketing, provided that no such Aggregate Data will ever identify any Oji user (including you) or relate back to any Confidential Private Information. By way of illustration, Aggregate Data includes without limitation, arrangements or organization of User Content that is representative of a certain population, statistical representation of usage of Services over a certain period of time, number of times the Services or specific Tools within the Services were used, aggregate results of average level of stress and corresponding increase or decrease in stress in the sample population after use of Services based on user surveys; and reports summarizing usage behavior of one group of users in comparison to another group.
Rights and Terms for Apps.
Rights in App Granted by Oji. Subject to your compliance with these Terms, Oji grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Oji reserves all rights in and to the App not expressly granted to you under these Terms.
Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
General Prohibitions and Oji’s Enforcement Rights. By using the Services, you hereby agree to comply with our Code of Conduct ojilifelab.com/conduct In addition, you agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services, and consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources. The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of the Services or your Account, all provisions of these Terms which by their nature should survive will survive, including without limitation ownership provisions, warranty disclaimers, indemnities, feedback, governing law, limitations of liability, and dispute resolution provisions.
Warranty Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.
YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NEITHER MEDICAL EXPERTS, NOR PSYCHOLOGISTS. WE DO NOT PROVIDE ANY MENTAL HEALTH OR OTHER MEDICAL ADVICE IN ANY WAY. IF YOU ARE TRYING TO SOLVE ANY MENTAL HEALTH ISSUES OR SEEKING FAMILY OR PROFESSIONAL THERAPY OR COUNSELLING, THIS IS NOT THE APPROPRIATE FORUM FOR YOU. WE ARE MERELY STRIVING TO ENHANCE THE EMOTIONAL INTELLIGENCE OF OUR USERS VIA OUR SERVICES. WE DO NOT PROMISE, GUARANTEE OR CLAIM THAT USING THE SERVICES WILL SOLVE ANY OF YOUR FAMILY OR PROFESSIONAL ISSUES, RESULT IN INCREASED PRODUCTIVITY, OR HAVE ANY IMPACT.
Indemnity. You and the Company will indemnify, defend, and hold harmless Oji and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms or any applicable law. Company will remain primarily liable for any acts, omissions or violations of its Employees.
Limitation of Liability.
NEITHER OJI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OJI OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL OJI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOUR COMPANY OR YOU HAVE PAID TO OJI FOR USE OF THE SERVICES OR CONTENT IN CONNECTION WITH WHICH THE CLAIM ARISES, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO OJI, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OJI AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Oji are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Oji each waive any objection to jurisdiction and venue in such courts.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Oji agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Oji are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions and Opt-out. As limited exceptions to Section 18(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at email@example.com or by regular mail at One Embarcadero Center, #26072 San Francisco, CA 94126 within thirty (30) days following the date you first agree to these Terms.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Class Action Waiver. YOU AND OJI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Oji changes any of the terms of this Section 18 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Oji’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Oji in accordance with the terms of this Section 18 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Severability. With the exception of any of the provisions in Section 18(e) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Oji and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Oji and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Oji’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Oji may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Oji under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Oji’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Oji. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact Oji at email@example.com or One Embarcadero Center, #26072 San Francisco, CA 94126.