Website Subscription Agreement

This Subscription Agreement (“Agreement”) is made and entered into immediately upon acceptance of its terms and conditions by the entity you represent, or, if you do not designate an entity in connection with this Agreement, you individually (“you” or “your”), or immediately upon your use of the Services, as defined below, and is between you and Fast Behavior Results, LLC, LLC, a Florida limited liability company (“we” or “Fast Behavior Results, LLC”). Fast Behavior Results, LLC provides a website (“Website”) that uses technology developed is designed to collect, organize, and interpret information to better assist the community (e.g., caregivers, behavior analyst) (“Services”).

Your use of the Website and Services is solely pursuant to the terms and conditions in this Agreement and the Website Terms and Conditions (“WTC”) which are incorporated herein.

You and Fast Behavior Results, LLC hereby agree as follows:

1. Use of Services. We grant the right to use the software contained within the Website pursuant to the terms of this Agreement. It is understood that from time to time Fast Behavior Results, LLC may update the WTC without notice. If you elect not to accept the new WTC, then Fast Behavior Results, LLC may, in its sole discretion, immediately terminate this Agreement, discontinue providing the Services, and refund to you the amount of money prepaid for Services that you have not received. Continued use of the Services constitutes your consent to any changes in the WTC. During the registration process you created a username and password that allows you to have access to the Services through the Website. Do not provide your username or password to access Services to any other person or entity or allow any other person or entity to access Services provided to you under your username and password. You agree that you are solely responsible for any actions that occur under your username and password. If your username and password becomes known by any third party you agree to notify Fast Behavior Results, LLC immediately to enable us to make the appropriate changes.
2. Requirements. You acknowledge and agree that the Services provided by Fast Behavior Results, LLC are accessed by you solely through the Website. You accept and agree to comply with the WTC, Privacy Policy, and copyright and trademark notices of Fast Behavior Results, LLC posted on the Website and in effect from time to time. You acknowledge and agree that, because the Services are provided through the Website, it is necessary for you to have computer equipment and an internet connection that meets minimum specifications published by Fast Behavior Results, LLC from time to time on the Website, and you acknowledge and agree to periodically update your computer equipment or internet connection to meet such minimum specifications. You acknowledge that the Services may be interrupted due to (a) Website downtime for scheduled maintenance at Fast Behavior Results, LLC’ sole discretion, or (b) interruptions in internet connectivity or other Website downtime caused by circumstances beyond Fast Behavior Results, LLC’ control, such as acts of God or fault of other third parties. You agree that Fast Behavior Results, LLC shall not, in any way, be liable for, or have responsibility with respect to, any such Service interruptions.
3. Services. In exchange for the payment of the Compensation set forth below (“Compensation”), Fast Behavior Results, LLC will provide the Services to you, subject to the terms and conditions of this Agreement. Payment of the Compensation shall be billed on an agreed upon basis and be automatically charged to the credit card on file, until notice of termination is received. You will not receive a refund or credit for a partial period when you cancel the Service. All Compensation listed is exclusive of all taxes imposed by taxing authorities, and you shall be responsible for payment of all such taxes owed by Fast Behavior Results, LLC.
4. Data. You are solely responsible for your content and data (“Data”). You are responsible for maintaining the confidentiality of any non-public Data and authentication of the credentials associated with your use of the Website and the Data you provide to the Website. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services. You are required to secure and maintain all Data related to the Services and to do so without violating the rights of any third party. We do not and will not assume any obligations with respect to Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the online Services. It is agreed that all Data shall remain your property. You acknowledge that Fast Behavior Results, LLC is not responsible for Data you input into the Website or otherwise provide access to. You hereby grant Fast Behavior Results, LLC a license to store, access, modify to conform with the Fast Behavior Results, LLC program. You understand that your Data may be transferred over various unencrypted networks that may not be secure. Fast Behavior Results, LLC is not liable for the disclosure of your Data due to any such transfer.
5. Trial Period. Fast Behavior Results, LLC may allow you to use the Services without payment of the Compensation for a trial period as determined solely by Fast Behavior Results, LLC (“Trial Period”). During the Trial Period you will not be obligated to pay the Compensation. At the end of the Trial Period, if you do not terminate this Agreement you will be automatically charged the Compensation amount. If you terminate during the trial Period, Fast Behavior Results, LLC will delete your account and all data associated with your account.
6. Subscription. By placing your order, you are subscribing for the Services on the agreed upon basis. By placing your order, you will be obligated to pay the Compensation set forth herein plus and taxes or fees charged by a governmental authority. Upon renewal of your Subscription, this Agreement will terminate, and the Subscription will be governed, by the terms and conditions of the renewal (the “Renewal”). If you do not agree to any of the terms and conditions of the Renewal, you may decline to renew your Subscription. During any period of non-payment, which makes a payment more than five (5) days late, We reserve the right to suspend the license to use the Website or access the data until payment is made of all sums due and owing. We shall not be required to provide prior notice of any suspension of the license to use the Website or access the data.
7. Compensation. You shall pay Fast Behavior Results, LLC for all charges through agreed upon payment terms (credit card, PayPal, wire transfer, or other accepted arrangements). You agree to provide Fast Behavior Results, LLC the required information for the required payment arrangement. Upon cancellation or expiration of your payment arrangement, you agree to immediately make new arrangements. Late payments will require a monthly finance charge equal to the lesser of (a) 1.5% per month, or (b) the highest amount permitted by law. This charge shall continue to accrue on a monthly basis until such time as full payment is made. You shall also be liable to Fast Behavior Results, LLC for any and all costs and expenses incurred by Fast Behavior Results, LLC in the collection of the Compensation owed, including without limitation attorneys’ fees and expenses, in collection of any past due amounts hereunder, at all levels of court proceedings or which may be assessed by a debt collector. The Compensation terms are set forth in Schedule A attached hereto. Compensation changes of all Services, including but not limited to fees for agreed upon Services, are subject to change upon 30 days’ notice from Fast Behavior Results, LLC. Such notice of Compensation changes may be provided at any time by posting the changes to the Website. Fast Behavior Results, LLC shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Website, except as otherwise specifically stated herein.
8. Taxes. The Compensation set forth above, as indicated excluding any taxes and or fees charged by any governmental authority. You shall also be obligated to pay those taxes and fees in addition to the Compensation. The late charges shall also apply to these taxes and fees.
9. Term. The term will be dependent upon the time agreed upon between you and Fast Behavior Results, LLC. Terms of one year and two years are offered with a discount for the two year term. Thereafter the Agreement will automatically renew on an annual basis until terminated or otherwise renewed. During any term, this Agreement may be terminated at the end of the then current term with thirty (30) day prior notice. During any renewal, the Compensation to be paid will remain the same, unless you are notified at least thirty (30) days prior to the renewal that a new rate will be assessed. If notice is not provided of a dispute as to the new Compensation rate prior to the expiration of the then current term, the new Compensation rate will be in effect for the term of the renewal.
10. Termination. If you choose to cancel your subscription, you must terminate your use of the Services by canceling your subscription within your account dashboard of the Website. Notwithstanding termination payment remains due and owing through the end of the then current term. Fast Behavior Results, LLC may terminate your use of the Services and deny you access to the Website at any time for any reason. If your use of the Services is terminated due to non-payment any Data stored by Fast Behavior Results, LLC may be deleted immediately, and your username and password will be immediately disabled. Once Data is deleted by Fast Behavior Results, LLC because of the termination due to nonpayment the Data cannot be retrieved. If termination is not due to nonpayment as noted herein, the Data will be retained for a period of seven (7) years.
11. Limitations/Limited Warranty. As a condition of using the Services you represent and warrant that you will not use the Website or Services for any illegal or unauthorized purpose. You further agree that your use of the Website and Services will not violate any laws applicable to your jurisdiction or the laws of the United States of America, including but not limited to any intellectual property laws. We warrant that the Services will meet the terms of this Agreement during the Term and any renewal. This limited warranty is subject to the following limitations: (a) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty; (b) this limited warranty does not cover problems caused by accident, abuse or use of the Services in a manner inconsistent with this Agreement or resulting from events beyond our reasonable control; (c) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements, that we have set for the use of the website and Services; (d) this limited warranty does not apply to unpaid trial; and (e) your only remedies for breach of this warranty are those in this Agreement and further agree that any damages will be capped to the sum paid by you under this Agreement. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE WEBSITE ARE PROVIDED “AS IS”, AND FAST BEHAVIOR RESULTS, LLC AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE AND SPECIFICALLY DISCLAIM, ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO THE SERVICES AND WEBSITE (INCLUDING, WITHOUT LIMITATION, ACTUAL AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), AS WELL AS ANY WARRANTIES THAT THE SERVICES (OR ANY ELEMENTS THEREOF) WILL ACHIEVE A PARTICULAR RESULT, OR WILL BE UNINTERRUPTED OR ERROR-FREE. Fast Behavior Results, LLC does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable or that any errors in the Website or Services will be corrected.
12. Notification. You agree to notify us of any claim that may exist for a breach of this Agreement as promptly as possible to enable us to cure the same. You agree that time is of the essence.
13. Ownership. Fast Behavior Results, LLC owns all right, title and interest in the software used for the provision of the Services as well as aspects and contents of the Website. You do not acquire any ownership or rights in the Services or Website except as expressly provided herein. The Services and Website are copyrighted by Fast Behavior Results, LLC. Unauthorized use of or copying of any part of the Website or Services or any accompanying written materials is expressly precluded. You agree that you may be held legally responsible for any direct or indirect copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.
14. Improvements and Modifications. Fast Behavior Results, LLC may, from time-to-time, upgrade or modify the Services and the Website (“Updates”). All Updates are provided to you pursuant to the terms and conditions of this Agreement. We may not provide prior notice, and this may cause a temporary interruption of the Services and access to the Website. Fast Behavior Results, LLC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or Services (or any part thereof) with or without notice.
15. Technical Support. Fast Behavior Results, LLC agrees to provide technical support to you as long as you have paid all Compensation due under this Agreement. Technical support is provided by contacting support@myresearchtoolbox.net.
16. System Requirements. The access to the Website and Services require the following: an up to date browser such as Mozilla’s Firefox version 73 and Chrome/Chromium version 79. Fast Behavior Results, LLC may provide you access to the Services through an application programming interface. Any use of the interface through a third-party product that accesses the Services provided by Fast Behavior Results, LLC, is governed by the terms and conditions of this Agreement. Abusive or excessively frequent requests to Services through the API, as solely determined by Fast Behavior Results, LLC, may result in the temporary or permanent suspension of your access to the API. Fast Behavior Results, LLC reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API, or any part thereof, with or without notice.
17. Miscellaneous.

a.     Entire Agreement. This instrument (including any Schedules, as amended and updated) contains the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes any and all prior agreements, written or oral. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing authorized by the parties hereto and signed by the party to be charged, and then only to the extent set forth in such instrument.

b.     No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

c.     Third Party Beneficiaries. Nothing contained in this Agreement will be deemed to create, or be construed as creating, any third party beneficiary right of action upon any third party.

d.     Authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this Agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with this Agreement or renewal of this Agreement, that entity will be treated as the owner of the Subscription for purposes of this Agreement, as well as the Data entered pursuant to this Agreement.

e.     Severability. Any provision of this Agreement, which is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

f.     Remedies. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

g.     Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of online services)). This provision does not apply to your payment obligations under this Agreement.

h.     Governing Law. This Agreement has been negotiated and shall be governed by and interpreted in accordance with the laws of the State of Florida. Venue shall reside exclusively in the State and Federal Courts of Miami-Dade County, Florida. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not govern or apply to the terms and conditions of this Agreement.

i.     Section Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

j.     Assignment. This Agreement is not assignable by you in whole or in part except upon the prior written consent of Fast Behavior Results, LLC. Any unauthorized assignment of this Agreement is void. Fast Behavior Results, LLC may assign this Agreement, in whole or in part, or subcontract its obligations under this Agreement, in whole or in part, without notice to you and upon such assignment, Fast Behavior Results, LLC shall be released from all liability hereunder.

k.     Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing (including telex and telegraphic communication) and shall be deemed to have been duly given when delivered by hand (including delivery by messenger or private courier service), sent via telecopy, telefax or other telegraphic method with confirmed answer back (followed by U.S. mail, return receipt requested, postage prepaid), or five (5) days after deposited in the United States mail, return receipt requested, postage prepaid, as follows: Notices to you shall be sent to the address provided when you registered for the Services. Notices for Fast Behavior Results, LLC shall be sent to:

Fast Behavior Results LLC
8635 West Hillsborough Avenue #315
Tampa FL 33615.

l.     Indemnification. From and after the Execution Date, you agree to indemnify, defend and hold harmless Fast Behavior Results, LLC, and the managers, officers, directors, employees, agents, and contractors, (each an “Indemnified Person”) from any loss, cost, expense (including attorney’s fees, expert’s fees, and expenses), demand, claim, liability, damages or cause of action of any kind or character (collectively referred to as “Claim”), including without limitation, for any personal injury or death, in any manner arising out of or relating to your, or your managers, officers, directors, employees, agents, assigns, invitees, or other users using the Services under your user name and password, whether authorized or not (i) violating or otherwise breaching of any provision of this Agreement, (ii) acts or omissions in the conduct of your business, (iii) negligence, recklessness or intentional misconduct, and (iv) violation of any and all laws, rules or regulations.

If you have any questions about this Agreement please contact Fast Behavior Results, LLC at info@myresearchtoolbox.net