The Shrink Space Terms of Use

Last Updated: September 13, 2019

These are the “Terms of Use” under which you may use this website, which is an interactive on-line service operated by Counselors.com LLC, d/b/a The Shrink Space. (“us” or the “Company”), consisting of information services and content provided by us and other third parties via the website theshrinkpace.com (the “Website”). These Terms of Use include the Privacy Policy described below and form a binding agreement between you and the Company. Your access to or use of the Website confirms your acceptance of these Terms of Use.

1. Privacy

We value your privacy at Counselors.com LLC. We designed our Privacy Policy to explain how we collect and use your content and information. You can find our Privacy Policy here: https://theshrinkspace.com/privacy.

2. Use of Services

The Website is intended to provide users with general information. We do not recommend or endorse any specific professionals, procedures, opinions, or other information that may be mentioned on the Website. Reliance on any information provided by us, our employees, providers, or others appearing on our Website is solely at your own risk.

3. Rules of Conduct

We are the sole interpreter of the Website rules of conduct described in these Terms of Use. Users who violate these rules may have their access and use of the Website suspended or terminated at our discretion. We may at any time take any action with regard to user materials that we deem in our sole discretion to be necessary or appropriate.

a) Posting Rules:

i) Materials you post to the Website (“Materials”) includes content that users submit, transmit to, through, or in connection with the Website, such as professional experience, certifications, blog posts, and information users publicly display on the Website. Materials may not contain: (1) URLs or links to websites that compete with the Website; (2) copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material); (3) trade secrets (unless you own them or have the owner's permission to post them); (4) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (5) anything that is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (6) anything that is embarrassing or offensive to another person, group or entity.

ii)You may not use Materials to: (1) impersonate another person, living or dead; (2) post false, inaccurate or misleading information; (3) except as provided in your directories of your own services, if applicable, post advertisements or solicitations of business; (4) post opinions or notices, commercial or otherwise, that are irrelevant to the services being offered, if applicable.

iii) Materials that encourage our users to "email for more details" are not permitted. Materials from any third party charging a fee are not permitted.

iv) We are under no obligation to monitor the materials posted on the Website by users. We have no control over and cannot guarantee the availability of any therapist, or guarantee a particular therapist’s office hours. We will not be liable for canceled or otherwise unfulfilled appointments or any injury resulting therefrom. If we are notified by a user that any Materials on the Website violates these rules, we may investigate and determine in good faith whether we agree with such allegation, in which case we may remove or request the removal of user materials. We are not required to make any such investigation or to remove any user materials, and we will not be liable to any user for taking or not taking such actions.

b) Conduct Rules:

i) You may not respond to postings by other users in any manner or for any purpose other than that which is expected. Responses soliciting business are prohibited.

ii) You may not send (or encourage or help others to send) unsolicited commercial email to our users.

iii) Report inappropriate postings or conduct to contact@theshrinkspace.com.

iv) You may not delete or revise any material posted by any other person or entity.

v) Any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying the Website is prohibited.

vi) We are under no obligation to monitor the conduct of our users, but we may investigate and respond when violations are reported.

c) Security Rules:

i) Users are prohibited from violating or attempting to violate the security of the Website, including, without limitation: (1) accessing data not intended for such user or logging into a server or account which the user is not authorized to access; (2) using manual or automated software, devices, scripts, robots, or other means to access, “scrape,” “crawl,” or “spider” any webpages, database records, or other services contained in this site; (3) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (4) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, "flooding", "mailbombing", "crashing" or attempting to disassemble or reverse engineer any of the software used to provide the Website or Services; (5) sending unsolicited e-mail, including promotions and/or advertising of products or services.

ii) Violation of these Security Rules may result in civil or criminal liability. We will cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

d) Registration Rules:

i) To post certain material to the Website, such as student and professional profiles in the directory, you will be required to register. We will request information from you, including your name and email, for your registration. You must provide us with true and accurate registration information. We restrict participation on the site to users who hold active license and certifications necessary to practice any specialty services offered to students. If you are a professional user, you represent by your continued use of the site that you hold an active professional license and all necessary certifications and will notify us promptly if any of this information changes. We may, in our discretion, at any time and from time to time, require recertification and/or evidence of licensure and certification and the failure to so provide will be a basis for removal from the Website. We will not share your registration information with third parties, except as necessary to provide you with services you request or with your permission as provided in the Privacy Policy.

ii) We will assign a user name and password that you create. You may not share your account, user name or password with anyone else, and you will be responsible for the actions of anyone who obtains your user name and/or password and uses them to access the Website. You must notify us immediately of any unauthorized use of your user name and password.

iii) If at any time during the term of this agreement we come to the understanding that you: (1) misled us as to your business practices and/or services, or (2) seeking, soliciting and/or promoting services for which the Website is not intended, we reserve the right to terminate your account. We may terminate your account and/or your access to the Website at any time if we deem in our sole discretion such to be necessary or appropriate.

4. Rights Reserved

a) If you are not party to a separate license Agreement with the Company, we hereby grant you a limited, terminable, non-exclusive right to access and use the Website only for your personal use.

b) Except as expressly stated in these Terms of Use, we reserve all rights to all materials on the Website, including, without limitation, written content, blog posts, graphical and design elements (including the Website’s “look and feel”), and service marks and trademarks. By submitting Material to any area of the Website, you automatically grant, or warrant that the owner of such material has expressly granted, to us the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Material. You may not sell, transfer or assign any products or services or your rights to any products or services provided by us to any third party without our express written authorization. You may not copy, modify, alter, or excerpt (or encourage or help others to copy, modify, alter, or excerpt) the Website materials. You may not use (or encourage or help others to use) the Website for any purpose or in any manner that is prohibited by these Terms of Use or by applicable law. You acknowledge and agree that these Terms of Use in no way convey any right, title or interest to you in any materials on the Website, including, without limitation, any statutory or common law copyright, patent or other intellectual property right in such materials.

5. Disclaimer

a) We make no representations or warranties whatsoever regarding the Website or any materials on the Website. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE OR ELSEWHERE, THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY OF MERCHANTABILITY. WE MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE WEBSITE. WE MAKE NO WARRANTY THAT THE WEBSITE’S SERVICE WILL BE UNINTERRUPTED, THE WEBSITE’S FUNCTIONS SHALL BE ERROR-FREE OR, THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

b) The Website is not intended to be a substitute for professional advice. The Company does not offer or give therapy, medical advice or diagnostic services. The Company solely offers a platform for therapists and users to connect online and for users to obtain information to determine whether such user would like to engage the services of any therapist. Under no circumstances will we be liable for any loss or damage caused by your reliance on information obtained through the Website. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Website. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content. Never disregard professional advice, including medical advice, or delay in seeking it, because of something you have read on this Website.

c) You are solely responsible for the content you post to the Website and/or any referrals made or received through the Website and any consequences arising from such posting. We assume no responsibility for materials posted by our users or any other actions, conduct or omissions of our users. We act as a service provider for users to display content connected to the professional services they offer. We do not undertake responsibility for screening or monitoring our users’ materials. The opinions expressed by users are their own and are not our opinions or endorsed by us.

d) Further, we explicitly disclaim any responsibility for the accuracy, content or availability of information found on a site that links to or from the Website (a 'Third-Party Site'). We may offer links to, or incorporate into the Website, third-party sites that offer various products and/or services. We cannot ensure that users will be satisfied with any products or services that are purchased from such a Third-Party Site, since such sites are owned and operated by others. We do not endorse any of such products or services, nor have we taken any steps to confirm the accuracy or reliability of any of the information contained in any Third-Party Site. We do not make any representations or warranties as to the security of any information (including credit card and other personal information) users might be requested to give a Third-Party Site. We strongly encourage users to make their own investigation of Third-Party Sites before proceeding with any transaction with such third parties.

e) We do not endorse, and nothing on the Website shall be deemed to be an endorsement, representation or warranty of, any third party, whether in relation to such third party’s products, services, websites, experience or background or otherwise. We do not make any representations or warranties with regard to any materials posted by our users. The information in our directories is provided exclusively by participating professionals. We have made good faith, reasonable efforts to verify the name, contact details and licensure status of the professional at the time such person joined the Website. We verify the information at the time a professional is initially listed in our directory.

f) Your use of the Website, the Internet, any materials on the Website and your conduct online or offline are at your own risk.

6. Indemnification

You shall indemnify and defend us, and our officers, employees, consultants and trainers against any costs, expenses (including reasonable attorneys' fees whether arising out of a third-party claim or in enforcing this indemnification), claims, judgments, settlements and damages (including all damages awarded to third parties payable by us) arising out of any violation of these Terms of Use.

7. Limits of Liability

A) NEITHER WE, NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (“NON-DIRECT DAMAGES”), OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B) THE LIABILITY OF US AND ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS TO YOU OR TO ANY OTHER PERSON FOR DIRECT DAMAGES SHALL BE LIMITED TO US$100.

C) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NON-DIRECT DAMAGES, THE LIMITATIONS IN PARAGRAPH (A) ABOVE MAY NOT APPLY TO YOU, BUT IN SUCH CASE, THE LIMITATIONS IN PARAGRAPH (B) SHALL APPLY TO BOTH DIRECT AND NON-DIRECT DAMAGES.

8. Copyrights

We respect the rights of all copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. §512.

a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

b) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

d) Information reasonably sufficient to permit us to contact the complaining party.

e) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

9. Governing Law and Jurisdiction/Waiver of Jury Trial

These Terms of Use and any claim or dispute arising out of, relating to or in connection with these Terms of Use or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflicts of law principles. Each party irrevocably consents and agrees that any legal action, suit or proceeding against either of them arising out of, relating to or in connection with the transaction contemplated hereby or disputes relating hereto may be brought only in United States District Court in the State of Delaware, if such court does not have jurisdiction, in the courts of the State of Delaware and hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam, with respect to any such action, suit or proceeding. EACH PARTY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING UNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS OF USE.

10. Amendments

We reserve the right to modify these Terms of Use at any time and in our sole discretion without notice. When the Terms of Use is changed, modified or amended the revised Terms of Use will be posted on our website. Modifications will be effective immediately. You accept any such modifications to this Terms of Use by continued use of our services after modifications are made.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THESE TERMS OF USE AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THESRHINKSPACE PRIVACY POLICY AVAILABILE AT WWW.THESHRINKSPACE.COM REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERCEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

11. Contact Us

If you have any questions or concerns about the Terms of Use, you may contact us at: contact@theshrinkspace.com