THE MOOD DOCTOR TERMS OF SERVICE
Revised on January 1st 2017
Welcome to The Mood Doctor’s Terms of Service (“Agreement” or “Terms”). We ask that you
read this Agreement carefully, since it is a binding contract between you and The Mood Doctor,
Inc. (“The Mood Doctor,” “We,” or “Us,”). (The terms “you,” “your,” and “yours,” refer to the
party indicated when you sign up.) This Agreement is effective on the date you indicate your
acceptance of this Agreement, whether by clicking “I Accept” online or by signing a digital or
paper version of this Agreement. We may amend this Agreement from time to time, and when
we do, we will notify you of the amendments. When you click “I Accept,” you indicate your
acceptance of this Agreement as amended, whether your original agreement was electronic or
in hard copy,
This Agreement governs your access to and use of the products and services made available
through our platform accessed at www.TheMoodDoctor.com (the “Platform”), including, without
limitation, website tools, blog and event tools, content, mobile application, other marketing tools,
including campaigns and presentations, and any products or services made available through
1. OUR SERVICES
The Mood Doctor offers many Services which are described fully on our website
www.TheMoodDoctor.com (the “Site” or “Website”). The Services may include diagnostic
tools, surveys, medical assessments, interviews, and online or live diagnoses (collectively and
individually, the “Services”).
We will deliver the Services you select in a professional manner using commercially reasonable
efforts and in compliance with applicable law.
2. YOUR RESPONSIBILITIES
2.1 Applicable Laws. You are responsible for, and you represent and warrant that you are in
compliance with, all governmental laws, regulations, rules, and orders (“Applicable Laws”) that
relate to you and your actions in the course of your use of the Services. You agree that you will
not use the Services in any manner violates, or is intended to violate, any Applicable Laws.
2.2 Accurate Information. You are responsible to ensure that the information you give to us
about your personal situation, including your medical and mental condition, and all the factors
surrounding your situation (“Your Information”) is accurate and current. We base diagnoses
and other recommendations on your responses, so we rely on the accuracy and currency of
Your Information, and you are responsible for the consequences if you do not provide accurate
information to use.
2.3 Adult and Permission. You represent and warrant that you are an adult and that you are
capable of understanding and replying to the inquiries you receive in the course of the Services.
If you are not an adult, you may not use the Services unless you have the permission of a
guardian or parent. In that event, you must inform us of your status as a minor, so that we may
obtain permission from your guardian or parent.
2.4 Use of Diagnosis or Other Information. Once we provide a diagnosis or other
recommendation, or if you learn information from the Site regarding your condition, you are
solely responsible for applying the diagnosis, recommendation, or other information to your
personal situation. We can only be held responsible to the extent we provide information
based on Your Information that is provided honestly and completely, and we cannot be held
responsible for your actions in relation to our recommendations if you do not follow those
recommendations exactly. The diagnosis we provide is our best assessment based on the facts
you provide. It is based on the criteria taken from the Diagnostic and Statistical Manual of
Psychiatry, Version 5. This may be used in conjunction with a live and structured interview for a
more complete evaluation.
2.5 Third Party Protections. You must ensure that Your Information does not infringe upon
the rights of any third party. You are solely responsible for Your Information, and you warrant
and represent that it does not and will not (1) infringe upon the intellectual property rights of any
third party, (2) constitute any slander or libel, and (3) be shared in a manner that violates any
2.6 The Mood Doctor Content. The Mood Doctor provides an entire library of content your
review and use (“The Mood Doctor Content”). Diagnosis and other advice regarding treatment
options is based on both the Diagnostic and Statistical Manual of Psychiatry, Version 5 and our
own medical background and experience. Consequently, the advice and diagnostic options we
identify may vary from advice and options provided by other providers, institutions, or
publications. The Mood Doctor Content includes images or videos that are licensed from third-
party services, and that license does not include a right for you to re-license, sell, or re-use
those images or videos. Thus, although you will be allowed to reference and use all The Mood
Doctor Content on the Website, you may not re-license, download, sell, rent, or use it for any
2.7 CAN-SPAM. The Controlling the Assault of Non-Solicited Pornography and Marketing
Act of 2003 (“CAN-SPAM”) applies to electronic marketing. We comply with the provisions of
CAN-SPAM, and you agree that you will your registration for the Services constitutes a pre-
existing commercial relationship and your consent to receive electronic communications from
2.8 COPPA. The Child Online Privacy Protection Act of 1998 protects the privacy rights of
children (under 13). We comply with COPPA’s requirements and do not intentionally market to
children under 13 or allow images or other information related to children under 13 on the
Website. If you believe you have found any information that violates the provisions of COPPA,
please notify us immediately by sending us an e-mail at MoodDoctor@mail.com.
2.9 HIPAA. Our Services may involve the transmission and recording of personal medical
information. We acknowledge that Your Information may be subject to the requirements of the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and we agree to take all
commercially reasonable actions necessary to safeguard the privacy of your medical
information, and you agree to do the same.
2.10 Other Restrictions. You may not (i) attempt to obtain a copy of any element of the
Services or the Website, (ii) reverse compile, reverse engineer, reverse assemble or otherwise
attempt, directly or indirectly, to obtain or create source code for any element of the Services or
the Website, (iii) modify or create derivative works of any element of the Services or the
Website, or (iv) allow customers to sub-license, transfer, distribute, sell or resell any Services
provided by The Mood Doctor hereunder. In addition, you will not use the Services or Website
for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any
manner that could damage, disable, overburden, or impair it or interfere with any other party’s
use and enjoyment of the Services or Site. You may not attempt to gain unauthorized access to
the Services or Site, or any part of the Site, other accounts, computer systems or networks
connected to the Services or Site, or any part of them, through hacking, password mining, or
any other means or interfere or attempt to interfere with the proper working of the Services or
Site or any activities conducted on the Site. You may not remove, circumvent, disable, damage
or otherwise interfere with security-related features of the Services or Site, any features that
prevent or restrict use or copying of any content accessible through the Services or Site, or any
features that enforce limitations on the use of the Services or Site or the content therein. You
may not obtain or attempt to obtain any materials or information through any means not
intentionally made available through the Services or Site. You agree neither to modify the Site in
any manner or form, nor to use modified versions of the Services or Site, including (without
limitation) for the purpose of obtaining unauthorized access to the Services or Site. You agree
that you will not use any robot, spider, scraper, or other automated means to access the
Services or Site for any purpose without our express written permission or bypass any robot
exclusion headers or other measures we may use to prevent or restrict access to the Services
2.11 Account Information. When you sign up, you will be asked to create a password. You
are solely responsible for maintaining the confidentiality of your account and password and for
restricting access to your computer, and you agree to accept responsibility for all activities that
occur under your account.
2.12 Prohibited Conduct. You agree not to:
Harass, threaten, disrupt or defraud our employees or otherwise create or contribute to
an unsafe, harassing, threatening or disruptive environment;
Impersonate another person or access another user’s account;
Share The Mood Doctor-issued passwords with any third party or encourage any other
user to do so;
Permit anyone to use any Services booked under your own subscription;
Upload material (e.g. virus) that is damaging to computer systems or data of The Mood
Doctor or users of the Website Services, or Site;
Upload or post any material that is inappropriately violent, unduly graphic, pornographic,
bigoted, derogatory, racist, or offensive, or that violates the intellectual property rights of
any third party. We may remove any material that we decide, in our sole discretion,
violates the foregoing requirement.
The Mood Doctor may determine in its sole discretion whether conduct in which you engage
violates any or all of these obligations, and it may immediately and unilaterally suspend your
account and access to the Site and the Services for such violation. Exercise of its termination
rights hereunder does not preclude the exercise of any other right to which The Mood Doctor is
entitled, either under the law or under this contract. Such rights include, without limitation, the
right to refer violating conduct to law enforcement, where The Mood Doctor believes in its sole
discretion that illegal conduct has occurred. The Mood Doctor may also refer conduct to law
enforcement or other agencies where The Mood Doctor believes in its sole discretion that you
are about to engage in illegal conduct or where The Mood Doctor believes it is obligated to do
so under Applicable Laws or ethical requirements.
2.13 Your Indemnity. You shall defend, indemnify and hold The Mood Doctor harmless from
and against any loss, damage or costs (including reasonable attorneys’ fees, court costs, and
witness fees) incurred in connection with any third-party claim made or brought against The
Mood Doctor arising out of or related to (i) the accuracy or timeliness of Your Information, (ii)
your use of the Services and the results obtained therefrom, (iii) your violation of any Applicable
Laws, and/or (iv) your breach of any of the obligations contained in this Agreement. If The Mood
Doctor seeks indemnification under this Agreement, The Mood Doctor agrees to (a) promptly
give written notice of the third-party claim to you; (b) give you sole control of the defense and
settlement of the third-party claim (provided that you shall not settle any third-party claim unless
you unconditionally release The Mood Doctor of all liability); and (c) cooperate, at your cost, in
all material respects with your defense of any such claim.
3. OUR RESPONSIBILITIES
3.1 Security, Confidentiality, and Ownership of Information. The Mood Doctor commits to
handle and store all You Information behind a secure firewall in accordance with industry
standard security procedures. All Your Information belongs to you, and The Mood Doctor will
make no claim to ownership of Your Information, other than as necessary to perform the
Services on your behalf. The Mood Doctor will not use any of Your Information for its own
purposes or provide Your Information to any third parties, except as may be provided in the
Proprietary Rights section below. Notwithstanding the foregoing, The Mood Doctor may use
anonymized data or metadata that is not identified with a specific patient in order to assemble
trends and other large-scale data for benchmarking and statistical generation.
3.2 Doctor Patient Privilege. The doctor patient privilege varies from state to state, and we
make no representation or warranty regarding whether communications from you are subject to
the privilege. Notwithstanding the foregoing, to the extent it is allowed to do so by Applicable
Laws, the Mood Doctor will cooperate with you and will protect Your Information to the extent
allowed by Applicable Laws.
3.3 Our Indemnity. The Mood Doctor shall defend you from and against any claim, action,
suit or proceeding brought by a third party against you alleging that your use of the Services or
Website in accordance with the provisions of this Agreement infringes a U.S. patent issued as of
the effective date (each, an “Infringement Claim”). The Mood Doctor shall pay any damages
awarded in any final judgment entered by a court of competent jurisdiction with respect to any
such Infringement Claim or agreed to by The Mood Doctor in any settlements arising out of such
Infringement Claim; provided, that (i) you promptly give written notice of the third-party claim to
The Mood Doctor; (ii) you give The Mood Doctor sole control of the defense and settlement of
the third-party claim; (iii) you provide to The Mood Doctor, at The Mood Doctor’s cost, all
reasonable assistance; and (iv) the alleged infringement does not arise as a result of the
combination, operation, or use of the Services or Website with third party software, services or
other products or materials not furnished by The Mood Doctor or any other breach of this
Agreement. In the event of such an Infringement Claim or threat thereof, The Mood Doctor
may, in its sole discretion, obtain a license for the infringing part of the Services or Website,
remove or alter the infringing part of the Services or Website, so long as such removal or
alteration does not materially affect the functionality of the Services or Website, or terminate this
Agreement. THIS SECTION STATES THE ENTIRE OBLIGATION AND LIABILITY OF THE
MOOD DOCTOR, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO INFRINGEMENT
OF INTELLECTUAL PROPERTY RIGHTS.
4. CONTENT AND LICENSE
4.1 Your License. Subject to the provisions of this Agreement, The Mood Doctor grants you
a license to use the Website and the Services, including The Mood Doctor Content (“Your
License”) for the purposes described on the Site and in this Agreement. Your License extends
through the Term and is non-exclusive, limited, worldwide, royalty-free, and non-assignable.
Except as expressly provided herein, The Mood Doctor grants you no license or rights in any of
its intellectual property. You understand and acknowledge that The Mood Doctor Content is not
intended for your exclusive use, that it may be licensed to and used by other The Mood Doctor
4.2 The Mood Doctor’s License. Subject to the provisions of this Agreement, you grant The
Mood Doctor a license to use Your Information, for the purposes of performing the Services and
improving the Services (“The Mood Doctor’s License”). The Mood Doctor’s License is
worldwide, non-exclusive, royalty-free, and fully paid-up. You warrant and represent that you
own Your Information without any restriction or that you have a license to use Your Information
in the manner contemplated by this Agreement.
5. TERM AND TERMINATION
5.1 Term. The term of this Agreement (“Term”) shall be the period during which Services
are rendered to you and shall terminate upon the earlier to occur of the following (1) the
Services are no longer being performed and no other Services are expected to be performed, or
(2) either party gives the other party notice of its intent to terminate this Agreement.
5.2 Termination for Breach. The Mood Doctor may terminate this Agreement immediately if
in its reasonable judgment it determines that you are in material breach of any of the provisions
of this Agreement.
5.3 Effect of Termination. Upon termination of this Agreement for any reason, the following
The Mood Doctor shall reasonably cooperate with you to assist you in transferring Your
Information as you may require. You shall pay The Mood Doctor’s customary hourly
charges for this assistance. The assistance shall be rendered in good faith after The
Mood Doctor estimates the charges that will be payable for the assistance and after you
pay the estimated charges. The Mood Doctor’s duty in this regard shall cease 15 days
after termination. You acknowledge that if you do not take action to accomplish the
transfer, Your Information and your domain name may no longer be available.
Any provision of this Agreement that contemplates performance or observance
subsequent to termination or expiration of this Agreement (including, without limitation,
confidentiality, limitation of liability and indemnification) will survive termination or
expiration and continue in full force and effect.
6. PROPRIETARY RIGHTS
6.1 Confidential Information. “Confidential Information” means any proprietary information
of a party to this Agreement disclosed by one party to the other whether in written, graphic,
machine readable or other form that is either marked “Confidential” or “Proprietary” or is of a
nature that would be considered confidential by a reasonable person. Your Information is
always Confidential Information.
6.2 Exceptions. Confidential Information will not include any information that (a) was in the
public domain prior to the time of disclosure by the disclosing party, (b) becomes public
information after disclosure by the disclosing party to the receiving party through no action or
inaction of the receiving party, (c) is already in the possession of the receiving party at the time
of disclosure without an obligation of confidentiality, or (d) is independently developed by the
receiving party without use of or reference to the disclosing party’s Confidential Information.
6.3 Non-Use and Non-Disclosure. Each party will (a) treat as confidential all Confidential
Information of the other party, (b) not disclose such Confidential Information to any third party,
except on a “need to know” basis to third parties that have signed a non-disclosure agreement
containing provisions substantially as protective as the terms of this Agreement, and (c) not use
such Confidential Information except in connection with performing its obligations or exercising
its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential
Information if required by law so long as the other party is given prompt written notice of such
requirement prior to disclosure and assistance in obtaining an order protecting such information
from public disclosure.
6.4 Proprietary Rights. The Mood Doctor hereby reserves all intellectual property rights not
explicitly granted in this Agreement. As between The Mood Doctor and you, The Mood Doctor
owns all intellectual property rights in and to the Services and the Site, and to all related
documentation and copies thereof, including without limitation all copyrights, trademarks,
patents, trade secrets and other intellectual property (the “Proprietary Rights”), including
goodwill or reputation that accrues to The Mood Doctor’s intellectual property. To the extent that
any Proprietary Rights are invented, created, developed, or first reduced to practice under this
Agreement, jointly by the parties or in connection with The Mood Doctor’s provision of Services,
including by incorporating your comments or suggestions, The Mood Doctor will own all right,
title, and interest in and to such Proprietary Rights, with no duty to account to you or
compensate you with respect to the use and exploitation of the Proprietary Rights.
7. WARRANTY DISCLAIMER AND LIABILITY LIMITS
7.1 WARRANTY DISCLAIMER. THE MOOD DOCTOR MAKES NO ADDITIONAL
REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED
(EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER
WHATSOEVER, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. THE
MOOD DOCTOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY,
AND TITLE. THE MOOD DOCTOR DOES NOT WARRANT AGAINST INTERFERENCE WITH
THE ENJOYMENT OF THE SERVICES OR THE SITE, OR AGAINST INFRINGEMENT. THE
MOOD DOCTOR DOES NOT WARRANT THAT THE SERVICES OR THE SITE OR WEBSITE
WILL BE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR
UNINTERRUPTED. THE MOOD DOCTOR DOES NOT WARRANT THAT USE OF THE
SERVICES, SITE, OR WEBSITE WILL RESULT IN ANY SPECIFIC LEVEL OF INCREASED
BUSINESS OR THAT ANY MIGRATION OF YOUR WEBSITE WILL BE ERROR-FREE.
7.2 LIABILITY LIMIT AND CAP. EXCEPT WITH REGARD TO THE MOOD DOCTOR’S
WILLFUL MISCONDUCT, NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, AND IN CONSIDERATION OF THE RELATIVE RISKS
AND REWARDS, THE MOOD DOCTOR WILL NOT, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL,
PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TERMS,
INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, LOST EARNINGS OR
LOSS OF BUSINESS, EVEN IF THE MOOD DOCTOR IS APPRISED OF THE LIKELIHOOD
OF SUCH DAMAGES OCCURRING; NOR, EXCEPT FOR THOSE ITEMS LISTED ABOVE IN
THIS PARAGRAPH, SHALL THE MOOD DOCTOR’S TOTAL LIABILITY OF ANY KIND
ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE FORUM AND
REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT,
OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAYABLE BY YOU TO THE MOOD
DOCTOR FOR THE SERVICES AND WEBSITE DURING THE ONE MONTH PRECEDING
THE ACT OR OMISSION THAT PRECIPITATED THE CLAIM.
8. BILLING AND PAYMENT
8.1 Payment and Interest. Your credit card or other payment method (“Credit Card”) will be
billed for the Services that are rendered. The provisions governing the amount and timing of
payment, including the details related to recurring billing, will be indicated when you sign up for
Services. If you fail to make timely payment, or if payment is rejected or charged back after the
Services have been rendered, the balance of any unpaid amount shall accrue interest at a rate
of 1.5% per month, or the highest amount allowed by law, whichever is less.
8.2 Third-Party Processing. In order to protect the privacy and security of your credit
information, we use the services of a third-party processor. You authorize us to contract with
such third-party processor for these purposes.
8.3 Recurring Billing. By signing up with The Mood Doctor for any Services that are
recurring, you authorize us to charge you a fee for your initial Term as well as a recurring fee
when additional Services are rendered. You also authorize us to charge you any other fees you
may incur in connection with your use of the Site or Services that are disclosed when you sign
up for Services.
8.4 Refunds. Generally, our fees (including the monthly fee for your membership and any
other fees) are nonrefundable. We may make exceptions in our sole and absolute discretion,
and any such exceptions do not entitle you to any future discounts or refunds in the future for
8.5 Payment Methods. You may update your payment method information by contacting our
customer service department via phone or email as set forth on our website. If a payment is not
successfully settled, due to expiration, insufficient funds or otherwise, and you do not update
your payment method information or cancel your account, you nonetheless will remain
responsible for any uncollected amounts and authorize us to continue billing the payment
method, as it may be updated, including in the event you attempt to create a new account. This
may result in a change to your payment billing dates. If we cannot charge your account, we
reserve the right, but are not obligated, to terminate your access to the Services, the Site, the
Website, or any portion thereof.
9. THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS
9.1 Linked Sites. The Services or Site may include links or access to other web sites or
services (“Linked Sites”) solely as a convenience to users. In addition, with your authorization,
and at your direction, The Mood Doctor may access third-party sites on your behalf, using your
credentials for the third-party sites that you enter into The Mood Doctor yourself. Entering your
credentials for such third-party sites into The Mood Doctor’s Services or Site constitutes your
authorization for The Mood Doctor to access such third-party sites on your behalf. The Mood
Doctor does not endorse any Linked Sites or third-party sites or the information, material,
products, or services contained on Linked Sites or accessible through Linked Sites or third-party
sites. Furthermore, The Mood Doctor makes no express or implied warranties with regard to the
information, material, products, or services that are contained on or accessible through Linked
Sites or third-party sites. ACCESS AND USE OF LINKED SITES AND THIRD-PARTY SITES,
INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED
SITES AND THIRD-PARTY SITES OR AVAILABLE THROUGH LINKED SITES AND THIRD-
PARTY SITES, IS SOLELY AT YOUR OWN RISK. THE MOOD DOCTOR WILL PROTECT
THE SECURITY OF THE CREDENTIALS USED TO ACCESS LINKED SITES AND THIRD-
PARTY SITES ONCE YOU HAVE ENTERED THEM INTO THE MOOD DOCTOR’S SITE, BUT
YOU ARE SOLELY RESPONSIBLE TO ENSURE THOSE CREDENTIALS ARE NOT
OBTAINED BY A THIRD PARTY OUTSIDE OF THE MOOD DOCTOR’S SITE.
9.2 Responsibility for dealings with Third Parties. Sometimes promotional plans are offered
in conjunction with the provision of third party products and services. We are not responsible for
the products and services provided by such third parties, and use of such products and services
is at your own risk. Your correspondence or business dealings with, or participation in
promotions of, advertisers found on or through the Site are solely between you and such
advertiser. YOU AGREE THAT THE MOOD DOCTOR WILL 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 ADVERTISERS ON
THE WEBSITE SERVICES OR SITE.
10.1 Subscribing Organizations. If you are entering into this Agreement on behalf of a
company, entity, or organization (a “Subscribing Organization”), then you represent and
warrant that you are an authorized representative of that Subscribing Organization with the
authority to bind such organization to this Agreement; and you agree to be bound by this
Agreement on behalf of such Subscribing Organization.
10.2 Entire Agreement, Amendment and Additional Terms. This Agreement is the entire and
integrated agreement between the parties. It may only be modified in accordance with the
“welcome” paragraph at the beginning of this Agreement. In addition to this Agreement, when
using particular plans, offers, products, services or features, you will also be subject to any
additional posted guidelines, or rules applicable to such plan, offer, product, service or feature,
which may be posted and modified from time to time. All such additional terms are hereby
incorporated by reference into this Agreement, provided that in the event of any conflict between
such additional terms and this Agreement, this Agreement shall prevail.
10.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah, without reference to the United Nations
Convention on the International Sales of Goods. The Parties hereby submit to the exclusive
personal jurisdiction of the state and federal courts located in the State of Utah.
10.4 Assignment. We may assign our rights and obligations under this Agreement. This
Agreement will inure to the benefit of our successors, assigns and licensees. You may assign
your rights and obligations under these Terms only after receiving The Mood Doctor’s written
approval, which shall not be withheld unreasonably.
10.5 Severability. If any provision of this Agreement, including without limitation the warranty
disclaimer and liability limitation terms, shall be unlawful, void, or for any reason unenforceable,
then that provision will be deemed severable from this Agreement and will not affect the validity
and enforceability of any remaining provisions.
10.6 Headings. The headings used in the Terms are for ease of reference only. They are not
intended as a complete re-statement of the matters contained under each heading, and you
acknowledge that you have read and understand all the text of this Agreement, and not just the
10.7 Claims; Statute of Limitations. YOU AND THE MOOD DOCTOR AGREE THAT ANY
CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST
COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
10.8 Attorney Fees, Court Costs. In case of an action to enforce any rights or conditions of
this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in
such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees
and costs incurred.
10.9 Waiver. No waiver of any of the provisions of this Agreement by The Mood Doctor is
binding unless authorized in writing by an executive officer of The Mood Doctor. In the event
that The Mood Doctor waives a breach of any provision of this Agreement, such waiver will not
be construed as a continuing waiver of other breaches of the same nature or other provisions of
this Agreement and will in no manner affect the right of The Mood Doctor to enforce the same at
a later time.
10.10 Force Majeure. The Mood Doctor will not be liable for, or be considered to be in breach
of or default under this Agreement on account of, any delay or failure to perform as required by
this Agreement as a result of any cause or condition beyond The Mood Doctor’s reasonable
10.11 Taxes. You are responsible for all taxes and other governmental fees or charges that
are payable by reason of this Agreement, other than taxes on The Mood Doctor’s net income.
10.12 Independent Contractors. Notwithstanding any reference to being “partners” in this
relationship, the parties to this Agreement are independent contracting parties. Neither party
has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the
other party, except as expressly provided herein. The parties’ relationship in connection with this
Agreement will not be construed as a joint venture, partnership, franchise, employment, or
agency relationship, or as imposing any liability upon either party that otherwise might result
from such a relationship.
10.13 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.14 Notices. Except as explicitly stated otherwise, legal notices will be served, with respect
to The Mood Doctor, on The Mood Doctor’s national registered agent, and, with respect to you,
to the email address you provide to The Mood Doctor during the registration process. Notice will
be deemed given 24 hours after the email is sent, unless the sending party is notified that the
email address is invalid. Alternatively, we may give you legal notice by mail to the address
provided during the sign-up process. In such case, notice will be deemed given three days after
the date of mailing.