Splashboard LLC
Terms of Use for N-OD Toolbox™

Introduction

Splashboard LLC, a Washington limited liability company, ("Splashboard," "we,", "it", "us," or "our") owns and operates the online Neuro-Optometric Toolbox™ located at the public URL, www.N-OD.com, and the private URL, www.N-OD1.com (the "N-OD Toolbox"), and provides services to subscribers via the N-OD Toolbox™ (collectively, the "Services").

These Terms of Use govern your use of the N-OD Toolbox and Services, and your compliance with these Terms of Use is required for you to access and use the N-OD Toolbox and Services.

IF YOU DO NOT AGREE WITH THESE TERMS OF USE, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER SET FORTH BELOW, PLEASE EXIT THE N-OD TOOLBOX AND STOP USING THE SERVICES.

United States Residents Only
At this time, Splashboard only offers the N-OD Toolbox and Services™ only to users who reside in the united states. IF YOU ARE NOT A RESIDENT OF THE UNITED STATES, LEAVE THIS PAGE AND DO NOT USE THE N-OD TOOLBOX OR THE SERVICES.

License Grant
The N-OD Toolbox and Services™ are licensed to you on a non-exclusive, non-transferable, and revocable basis and not sold. Your use of the N-OD Toolbox and Services is conditioned on your payment for the right to use the N-OD Toolbox and Services. You hereby grant to Splashboard and its successors and assigns a non-exclusive, fully paid, transferrable, world-wide right to publish, display, use, copy and provide any content you provide to Splashboard or post on the N-OD Toolbox and Services to Splashboard.

Privacy | Business Associate Agreement | HIPPA Compliance
We take privacy and security seriously. Splashboard uses Amazon Web Services ("AWS") to host and help deliver the N-OD Toolbox and Services and to protect patient health information ("PHI"; e.g., your data is encrypted from your browser to our servers, your PHI is encrypted when stored on our, multiple encrypted backups are created to protect your PHI in cases of a disaster, user activities are logged and auditable records are maintained, we provide a backup copy to you and will destroy your PHI when you cancel.) Splashboard has entered into the AWS Business Associate Addendum with AWS. As part of each user's account signup process, you will be asked to read, and then required to agree, to the Splashboard Business Associate Agreement by clicking "Accept Splashboard Business Associate Agreement" for your account button (or other electronic means made available by Splashboard for this purpose). By accessing or using our N-OD Toolbox or Services, you agree to the then current Splashboard Business Associate Agreement.

Privacy | Non-Patient Health Information
Splashboard's Privacy Policy explains how Splashboard treats your non-PHI information and protect your privacy. As part of each user's account signup process, you will be asked to read, and then required to agree, to the Splashboard Privacy Policy by clicking "Accept Splashboard Business Associate Agreement" for your account button (or other electronic means made available by Splashboard for this purpose). By accessing or using our N-OD Toolbox or Services, you agree that Splashboard can use such information in accordance with the then current Privacy Policy.

Registration
Each registration is only for a single account holder, which could be a clinic with a group of providers ("Group Clinic") or an individual clinician user. If the account holder is a multiople user Group Clinic, and the Group Clinic wishes to have multiple users on its N-OD Toolbox account, the Administrator of the Group Clinic account can facilitate this step by inviting each individual user to register an individual account on the N-OD Toolbox and Services by distributing a unique access key to each user of the Group Clinic account, and the clinic agreeing to pay the licensing fees for each user.

To register and lawfully use the N-OD Toolbox and the Services, the Group Clinic and each individual user(s) will be asked to read this Splashboard LLC Terms of Service, the Splashboard Business Associate Agreement and the Privacy Policy, and accept each of these agreements by clicking the "Accept Splashboard LLC Terms of Service" button, the "Accept Splashboard Business Associate Agreement" button and the "Accept Splashboard Privacy Policy" button for your account button (or other electronic means made available by Splashboard for this purpose). By clicking on these "Accept" buttons, you acknowledge that you read and understood these agreements.

Account Security
As an account holder (Group Clinic individual users), you are not allowed to share your unique registration login credentials so other persons can use the N-OD Toolbox or Services under your account credentials. Splashboard may cancel or suspend your access to the N-OD Toolbox and Services if login credentials are shared. You are responsible for maintaining the confidentiality of your own password. If you need to re-set your password, this step can be completed online via the N-OD Toolbox and Services.

The owner and administrator of the N-OD Toolkit Account is responsible for the security of all user' devices and information system(s), including its network and related computer equipment and peripherals ("Information System(s)"). In the event a user is accessing the N-OD Toolbox and Services through a mobile device, the owner and administrator of that N-OD Toolkit Account is solely responsible for the security, access and use of such mobile device.

Splasbhoard Content
Splashboard makes no representations or warranties, whether express, implied in law, or residual, as to the accuracy, completeness, or reliability of information, opinions, data or content contained on the N-OD Toolbox and Services, and shall not be bound in any manner by any information contained on the N-OD Toolbox or Services. Splashboard's current and future templates, forms, directions, summaries, plans, tutorials, reports, resources, and printables ("Splashboard Content") are not offered are not offered to provide medical advice or medical treatment; you understand and agree that each clinician must evaluate the Splashboard Content and only use it if its fully appropriate for the patient. The Splashboard Content is licensened to you for use withjin the N-OD Toolkit and Services on a non-exlusive, non-transferable and revocable basis. You are fully and solely responsible for the accuracy and suitability of your use of the Splashboard Content. Splashboard reserves the right to change the Splashboard Content or discontinue some or all of the Splashboard Content s without notice, at any time, any aspect or feature of the N-OD Toolbox or Services.

The content of the N-OD Toolbox™ and Services is for informational purposes only and is not intended to be a substitute for professional medical advice, diagnosis, treatment or recommendations of any kind. Reliance on any information appearing on the N-OD Toolbox or Services is solely at your own risk.

Intellectual Property
The N-OD Toolbox, the Services and their entire contents, features and functionality (including, but not limited to, all information, software, displays, images, text, video, and audio and the design, selection and arrangement thereof) are the property of Splashboard and/or its licensors and are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Splashboard reserves all rights. Nothing contained in the N-OD Toolbox or Services should be construed as granting any license or other right without the express written consent of Splashboard.

Feedback
You agree that any comment, suggestion or idea you provide to Splashboard about the N-OD Toolbox or Services is not confidential and may be used and commercially exploited by Splashboard without compensation to you.

Prohibited Conduct.
You agree not to:

  • Share your user name and password with any third party or person.
  • Allow any third party or person to use the N-OD Toolbox or Services on your behalf.
  • Use the N-OD Toolbox or Services for any purpose in violation of local, state, national, or international laws.
  • Reverse engineer, disassemble or decompile any software included in connection with the N-OD Toolbox or Services.
  • Upload or transmit any communication or content of any type that infringes or violates any rights of any party.
  • Use, modify, sell, assign or transfer the content or reproduce, display, publicly perform, distribute, post, transmit, or otherwise use these N-OD Toolbox or Services or any of their contents in any way for any unauthorized purpose.
  • Use the N-OD Toolbox or Services as a means to distribute or post advertising or other unsolicited material to any third-party or person.
  • Impersonate any person or entity or falsely represent your identification or affiliation.
  • Distribute viruses or other harmful computer code.
  • Harvest or otherwise collect information from the N-OD Toolbox or Services.
  • Promote, encourage, or engage in defamatory, harassing, abusive, or otherwise objectionable behavior.
  • Interfere with the operation of the N-OD Toolbox or Services.
  • Copy or distribute in any medium any part of the N-OD Toolbox or Services.
  • Use or access the N-OD Toolbox or Services in an abusive, excessive, or inappropriate manner as determined in the sole discretion of Splashboard.

If Splashboard become aware that an individual is using the N-OD Toolbox or Services in violation of these Terms, Splashboard may prohibit and block or terminate such individual from using the N-OD Toolbox or Services.

Termination
Your right to use the N-OD Toolkit and Services may be terminatred if you violate these Terms of Use, the Business Associatre Agreement, or the Privacy Policy | Non-Protected Health Information, or if you fail to pay Splashboard in a timely manner. Prior to termination, Splashboard will provide you with 30-day written notice and an opportunity to cure.

Right to Modify the Terms of Use
We may modify, add or delete portions of these Terms of Use at any time. Continued use of the N-OD Toolbox or Services following Notice of Claim of such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms of Use, inclusive of such changes.

DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT YOUR USE OF THE N-OD TOOLBOX OR SERVICES IS AT YOUR SOLE RISK. SPLASHBOARD DOES NOT WARRANT THAT ACCESS TO THE N-OD TOOLBOX AND SERVICES™ WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. THE N-OD TOOLBOX and SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN, AND THE N-OD TOOLBOX AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND "WITH ALL FAULTS." SPLASHBOARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY
SPLASHBOARD IS NOT A MEDICAL PRACTICE. SPLASHBOARD IS NOT A MEDICAL ORGANIZATION. SPLASHBOARD AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SUBSIDIARIES, AFFILIATES, AGENTS AND LICENSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATED TO YOUR USE OF THE N-OD TOOLBOX OR SERVICES (INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN) OR SERVICES, WHETHER BASED ON CONTRACT, TORT, WARRANTY, STATUTE OR OTHERWISE. YOUR SOLE REMEDY IN THE EVENT OF ANY PROBLEM WITH THE N-OD TOOLBOX OR SERVICES IS TO STOP USING THE N-OD TOOLBOX OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF SPLASHBOARD TO YOU WITH RESPECT TO YOUR USE OF THE N-OD TOOLBOX OR SERVICES IS THE GREATER OF $100.00 OR THE AMOUNT OF FEES YOU HAVE PAID FOR THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Confidentiality
"Confidential Information" includes all confidential or proprietary aspects of the Services, including any of its features and functionalities, in addition to any information you submit through the Services that a reasonable person would expect under the circumstances of disclosure to be kept confidential (e.g., any personal information or health information).

Splashboard and you (each a "Party") will not disclose the Confidential Information of the other Party and will use the Confidential Information of the other Party only to exercise rights and fulfill obligations under these Terms of Use, while using reasonable care. The receiving Party may disclose Confidential Information of the discloser when required by law after giving reasonable Notice of Claim to the discloser, if permitted by law. Except for the limited use rights under these Terms of Use, neither Party acquires any right, title, or interest in the other Party's Confidential Information.

The Parties agree that any breach of this section by the other may cause irreparable injury not adequately compensable with monetary damages. Accordingly, in addition to any rights otherwise available at law, in equity or by statute, the non-breaching party is entitled to seek injunctive and other equitable relief.

Indemnification
You agree to defend, indemnify and hold harmless Splashboard and its officers, employees, directors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees and costs incurred) arising out of or relating to your use of the N-OD Toolbox or Services.

Governing Law
These Terms of Use, your relationship with Splashboard, and your use of the N-OD Toolbox or Services are governed by the laws of the State of Washington, USA, without regard to its conflict of laws principles. Any dispute between the Parties that is not subject to arbitration or cannot be filed in small claims court will be resolved exclusively in the state or federal courts sitting in Seattle, Washington. You agree to the exclusive selection and appointment of these courts, and to submit to the personal jurisdiction of such courts.

Dispute Resolution
Read the following section carefully because it requires you to waive your right to a jury trial and arbitrate certain disputes and claims with Splashboard and limits the manner in which you can seek relief from Splashboard. No class or representative actions or arbitrations are allowed under these Terms of Use.

Except for small claims disputes in which you or Splashboard seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Splashboard seeks injunctive or other equitable relief for the alleged unlawful use of the N-OD Toolbox or Services, you and Splashboard waive your rights to a jury trial and to have any dispute arising out of or related to these Terms of Use, the N-OD Toolbox or the Services resolved in court.

Should a dispute arise under this Agreement or between the parties, the parties shall first notify the other in writing of the dispute and attempt in good faith to resolve the matter informally. If the parties are not able to resolve the dispute within 60-days of the notice of the dispute to the other, they shall pursue mandatory mediation with a mutually agreeable mediator at JAMS, Seattle. If the parties cannot agree on a mediator, the then current managing member of JAMS, Seattle shall appoint the mediator. If the matter is not resolved through mandatory mediation, the dispute shall be resolved using binding arbitration with a single arbitrator, and hereby appoint Judicial Dispute Resolution, LLC to serve as the arbitrator ("JDR"), and agree to use JDR's then current Arbitration Rules for the arbitration. If the parties cannot agree on the arbitrator, the then current managing member of JDR (Seattle) shall appoint the mediator. The parties further agree that the arbitration hearing shall be held no later than 120-days from the date of the Demand for Arbitration. Each party shall pay 50% of the mediation and arbitration fees and costs. The prevailing party in arbitration is entitled to recovery of its reasonable/actual attorney fees and costs incurred, including reimbursement of their share of the mediation and arbitration fees and costs.

If any portion of this Dispute section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms of Use; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the arbitration section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the arbitration section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this arbitration section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.

Miscellaneous
If any provision of these Terms of Use is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions of these Terms of Use shall not be affected thereby, that the offending provision shall be construed and enforced to the maximum extent allowed by law, and that these Terms of Use shall in any event otherwise remain valid and enforceable.

In no event will Splashboard be deemed in default hereunder based on delay in, or failure of, performance (other than the payment of money) if caused by floods, fires, storms or other acts of God, by war or acts of public enemy, including terrorism, or civil disturbance, strikes, lockouts, shortage of labor, labor disputes or labor trouble, problems in obtaining raw materials or production facilities, power failure, equipment failure, transportation shortages or failures, actions of any governmental or other authority, or any other cause not within Splashboard's reasonable control.

These Terms of Use are for the benefit of, and shall be binding upon the parties. No third-party shall be considered a third-party beneficiary hereunder.

You may not assign or transfer your rights or obligations under these Terms of Use without the prior written consent of Splashboard.

N-OD Toolbox™
Splashboard LLC

Executive Plaza
12835 Bel-Red Road, Suite 303
Bellevue WA 98005

Last updated: September 18, 2018