Terms Of Service

2. Modification

Exocortex LLC reserves the right to discontinue or terminate, amend, remove or vary the Subscription Service, any section of the Subscription Service, any Content on the Subscription Service, or any service offered on the Subscription Service at any time and without notice, or to modify this Agreement, at any time and without prior notice. If we modify this Agreement, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of this Agreement. By continuing to access or use the Subscription Service after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the Subscription Service, however, if you are still within your three (3) month contractual period you must make the remainder of your monthly payments in full before you can cancel your system and contract with us.

3. Account Registration

In order to access the Subscription Service, You must register to create an account ("Account"). During the registration process, You will be required to provide certain information. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Exocortex LLC reserves the right to suspend or terminate Your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your data. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under Your Account, whether or not You have authorised such activities or actions. You will immediately notify Exocortex LLC of any unauthorised use of Your Account.

4. Subscription Service

Subject to Your compliance with the terms and conditions of this Agreement, Exocortex LLC will make the Subscription Service available to You during the Term subject to our Fair Use Policy. You may access and use the Subscription Service solely for Your internal business purposes and You may not resell the Subscription Service without prior written permission from Exocortex LLC.

5. Restrictions

You shall not attempt to interfere with or disrupt the Subscription Service. You shall not allow access to or use of the Subscription Service by anyone other than Authorised Users (defined below). You shall not: (a) copy, modify or distribute any portion of the Subscription Service; (b) rent, lease, or provide access to the Subscription Service on a time-share or service bureau basis, or otherwise distribute or make the Subscription Service available to third parties, and (c) transfer any of Your rights hereunder to any third party. Notwithstanding the foregoing, You may make the Subscription Service available to Your customers in conjunction with the provision of advertising service to such customers, as part of Your ordinary business activity, provided that the use by Your customers of the Subscription Service shall be subject to all of the restrictions under this Agreement, including, but not limited to, the restrictions under this section. You acknowledge that the Subscription Service constitute and contain valuable trade secrets of Exocortex LLC and its licensor's, and, in order to protect such trade secrets and other interests, You agree not to disassemble, decompile or reverse engineer the Subscription Service or allow any third party to do so, except to the extent such restrictions are prohibited by law. You acknowledge and agree that Exocortex LLC does not monitor or police communications or data transmitted through the Subscription Service and that Exocortex LLC shall not be responsible for the content of any such communications or transmissions. You shall use the Subscription Service exclusively for authorised and legal purposes, consistent with all applicable laws, regulations and the rights of others, and You shall not attempt to gain unauthorised access to the Subscription Service or its related systems or networks. You shall not use the Subscription Service to transmit any unsolicited commercial communications in violation of applicable laws, or to send or store via the Subscription Service (i) materials or information which may violate intellectual property rights or other proprietary rights of third parties, or which have been unlawfully obtained or (ii) materials containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorised Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles for the Subscription Service. You may not access the Subscription Service if You are a direct competitor of Exocortex LLC, except with Exocortex LLC prior written consent.

6. Limitations, Restrictions and Upgrades

When purchasing a subscription package from Exocortex LLC You decide on and purchase a package that You feel will meet Your needs and expectations at the time of purchase, the subscription package You purchase may be limited in a number of ways, including the total number of active and archived children you can place on to your system, the number of photographs and size of videos that You can upload to Your system and if Your system has the ability to communicate with mobile phone apps that we offer for free to all customers. If at any time Your needs and / or requirements change You have the ability to upgrade Your subscription package to a larger subscription package, however, You will be unable to downgrade Your subscription package.

7. Data Security and Storage

Exocortex LLC shall adopt adequate archival procedures (data backups) to store the Customer Data (defined below). In the event of any loss or corruption of Customer Data, Exocortex LLC shall use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Exocortex LLC in accordance with its archival procedures. Exocortex LLC shall not be responsible for any loss, destruction, alteration, unauthorised disclosure or corruption of Customer Data caused by any third party. Exocortex LLC's efforts to restore lost or corrupted Customer Data pursuant to this section shall constitute Exocortex LLC's sole liability and your sole and exclusive remedy in the event of any loss or corruption of Customer Data. Exocortex LLC reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

8. Marketing Support

During the Term of this Agreement, You grant to Exocortex LLC a non-exclusive, limited right to use Your name, trademarks, and logos (collectively, the "Customer Marks") in the production of marketing materials identifying You as a Exocortex LLC customer, provided that such use of the Customer Marks is in accordance with Your trademark and logo use guidelines, which You shall provide to Exocortex LLC. Such marketing materials shall include but not be limited to Exocortex LLC websites, brochures, press releases, trade show displays, and presentations. In addition, during the Term of this Agreement, You grant to Exocortex LLC the right to publicly acknowledge You as a Exocortex LLC customer. Exocortex LLC shall cover the costs of any marketing support set forth in this section. Exocortex LLC shall make all commercially reasonable efforts to adhere to the usage guidelines of your Customer Marks. All goodwill developed from such use shall be solely for Your benefit.

9. Enforcement

You are responsible for all activity occurring under Your use of the Subscription Service. You shall ensure that all Authorised Users comply with this Agreement, including, without limitation, with Your obligations set forth the "Restrictions" section. You shall promptly notify Exocortex LLC of any suspected or alleged violation of this Agreement including any unauthorised use of any password or account or any other known or suspected breach of security. You shall cooperate with Exocortex LLC with respect to: (a) investigation by Exocortex LLC of any suspected or alleged violation of this Agreement and (b) any action by Exocortex LLC to enforce this Agreement. Exocortex LLC may suspend or terminate any Authorised User's access to the Subscription Service upon notice to You in the event that Exocortex LLC reasonably determines that such Authorised User has violated this Agreement. You shall be liable for any violation of this Agreement by any Authorised User.

10. Telecommunications and Internet Service

You acknowledge and agree that the use of the Subscription Service by You and by any Authorised Users is dependent upon access to telecommunications and Internet service. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet service and other hardware and software required to access and use the Subscription Service, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Exocortex LLC shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet service.

11. Fees

In consideration for Exocortex LLC providing the Subscription Service, You shall pay to Exocortex LLC all the applicable subscription Fees, as provided for in this section, billed to Exocortex LLC in the course of providing the Subscription Service to You (collectively, "Fees"). Monthly or Yearly Fees for Your use of the Subscription Service shall be (i) as described and/or as selected by You via the Site at www.childmindi.com or (ii) negotiated between you and Exocortex LLC by creating an addendum to this Agreement. At the end of each month or year during the Term of this Agreement, Exocortex LLC will automatically bill Your credit card or PayPal account for your use of the Subscription Service. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, Sales Tax) (collectively, "Taxes"). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder.

Should any taxes become applicable to Your monthly or Yearly subscription payments, these will be applied immediately and without warning.

As the Subscription Service is enhanced and upgraded, Exocortex LLC reserves the right at any time and without notice to increase the Monthly and Yearly subscription Fee, Exocortex LLC will provide you with a minimum of 30 days notice of such price increases in accordance with the terms of this Agreement.

12. Maternity Leave / Pause System

Should You need to Pause Your subscription for maternity leave, We allow You to do this for the cost of $5.00+Sales Tax per month or $50.00+Sales Tax per year, the minimum term Your system may be Paused for is 6 months and the maximum term is 12 months, You can Pause Your system by logging into Your system on the web version and going to System > Account Information > Pause, whilst Your system is Paused You will be unable to login to Your system until the minimum term of 6 months has been reached, after 6 months you can login to Your system and pay a month's fees to continue to use Your system as normal.

13. Active Payment Method

At all times You must have an active payment method on account for the payment of your Monthly or Yearly subscription, if at any time You cancel or remove the active payment method on your account your subscription will be suspended until an active payment method has been re-instated on your account.

14. Proprietary Rights

Subject to the limited rights expressly granted hereunder, Exocortex LLC and its licensor's exclusively own and retain all rights, title and interest in and to the Subscription Service (including all copies of any software used for the provision of the Subscription Service), including all Intellectual Property Rights therein or relating thereto. Exocortex LLC shall exclusively own all rights, title and interest in and to the Feedback, and You hereby assign to Exocortex LLC all of Your right, title, and interest in the Feedback, including all Intellectual Property Rights therein or relating thereto, and, at Exocortex LLC request and expense, You will execute documents and take such further acts as Exocortex LLC may reasonably request to assist Exocortex LLC to acquire, perfect and maintain such Intellectual Property Rights in the Feedback. You shall exclusively own all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement. All rights not expressly granted to You are reserved by Exocortex LLC. All trademarks, service marks, logos, trade names and any other proprietary designations of Exocortex LLC used herein are trademarks or registered trademarks of Exocortex LLC.

15. Use and Non-disclosure

During the Term and after expiration or termination of this Agreement, neither party shall make the other's Confidential Information available to any third party or use the other's Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party shall take all reasonable steps to ensure that the other's Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other's Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency's request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency's authority to receive such Confidential Information. Furthermore, You acknowledge and agree that, upon expiration or termination of the Agreement, Exocortex LLC will destroy Your data, and shall have no other obligation to You regarding such Customer Data under this Agreement.

16. Warranty

Exocortex LLC warrants that (i) the Subscription Service shall perform materially in accordance with the Help Videos and (ii) the Subscription Service will not contain or transmit to You any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

17. Term and Termination

18. Upgrades

Exocortex LLC may provide Your Subscription Service with upgrades as and when they become available, the contents of all upgrades shall be decided upon by Exocortex LLC in its sole discretion. If there are upgrades for Your Subscription Service they will be automatically applied and You will be notified about these upgrades by email, however, there are no guarantees that any upgrades will be applied to your system.

Exocortex LLC does not commit to a specific release schedule for any upgrades and there is no assurance or guarantee that Childmindi will release any available Upgrades to Your Subscription Service during any Term period.

19. Scheduled and Un-Scheduled Maintenance

Exocortex LLC may at times be required to carry out scheduled and unscheduled maintenance on Your Subscription Service, during this scheduled or unscheduled maintenance period Your Subscription Service may become unavailable, should your Subscription Service become unavailable during any scheduled or unscheduled maintenance we will try our utmost to keep the downtime of your subscription service to a minimum. Should we be in a position to inform you of any scheduled or un-scheduled maintenance we will do so, however, due to time constraints it may not always be possible to inform you of all scheduled or unscheduled maintenance that will be taking place on your Subscription Service.

20. Cancellation / Termination of Your Subscription

Should You no longer require the use of Your Childmindi subscription, You may cancel Your subscription with Us at any time after You have made three (3) full monthly payments, paused subscription payments are excluded and do not count as a full monthly payment.

Before You contact Us to cancel Your subscription, You must ensure You have downloaded all the required documents from Your Childmindi system, We recommend using the bulk download facility built into Your system to download all the required documents in .pdf format, it is Your responsibility to ensure You are fully aware which documents You are required to keep from Your system prior to requesting us to close Your Childmindi subscription.

When You are ready to cancel / terminate Your subscription contact Us on the day You want Your system cancelled / terminated, We are unable to accept requests to cancel / terminate a subscription on any date in the future.

To cancel Your subscription You must email: [email protected] from the email address You used to initially register for Your Childmindi subscription, within this email You must request Us to cancel / terminate Your Childmindi subscription. If You are out of Your contracted term of three (3) months we will email you by return advising you that Your Childmindi subscription has been closed and the data You held on Your Childmindi system will be destroyed, in addition Your payment plan will also be terminated and no further payments will be taken from You by Us.

21. Statutory Framework / Governing Body

Should the Statutory Framework / Governing Body within which you operate / are registered with, change / modify / amend requirements related to you or your business, it is Your responsibility to change / modify / amend Your personal documents on Your Subscription Service relative to these changes to ensure that You and Your Subscription Service fall in line with any required changes, these changes include but are not limited to: Policies, Permissions and Risk Assessments etc.

22. Existing Documentation

Exocortex LLC will provide Your Subscription Service with a selection of documents, these documents include but are not limited to: Policies, Permissions, Contracts, once these documents have been applied to Your Subscription Service they will not be modified again by Exocortex LLC. It is, therefore, Your responsibility to ensure that these documents are current / up to date on Your Subscription Service and that they fall in line with the Statutory Framework / Governing Body within which you operate / are registered.

23. Libel / Defamation

Should it be proven that you have made (or have threatened to make) libellous (written / printed public defamation) comments / posts about Exocortex LLC or the Childmindi product, brand and / or trademark, employees / Directors, or belong to / are a member of / are a part of any internet based hate-related site / group / forum / blog where others are posting libellous statements or comments / posts about Exocortex LLC or the Childmindi product, brand and / or trademark, employees / Directors including but not limited to websites, Facebook, Twitter / other social media sites / blogs etc, we reserve the right to terminate and deny You access to Your Subscription Service with immediate effect.

24. General Data Protection Regulation

Childmindi (Exocortex LLC) Data Processor obligations to its customers (Data Controllers) in line with the General Data Protection Regulation.

The General Data Protection Regulation sets specific obligations between the Data Controller and the Data Processor.

With respect to customers who are using Childmindi (Exocortex LLC) as a childcare management system.

The customers using this platform are Data Controllers and Childmindi (Exocortex LLC) is a Data Processor respectively as per the Regulation.

25. Your Responsibility for Data

You are solely responsible for:

• the accuracy, legality, and appropriateness of all data you input;
• obtaining all necessary consents and permissions;
• maintaining your own reserve copy of your data;
• compliance with COPPA, FERPA, GDPR, and all other applicable data protection laws.

We do not verify, validate, or take responsibility for user data. We are not liable for any data loss, corruption, or unauthorized access.

26. Limitation of Liability

Like all professional software services, our liability is limited to ensure we can continue providing reliable, affordable service to all customers. To the maximum extent permitted by law, we shall not be liable for:

• indirect, incidental, special, consequential, or punitive damages;
• loss of profits, revenue, data, or business opportunities;
• damages resulting from unauthorized access, data breaches, or security incidents (except where caused by our gross negligence);
• damages caused by your use or inability to use the Services;
• damages arising from third-party actions or services;
• circumstances beyond our reasonable control (force majeure events).

Liability Cap: In no event shall our total liability exceed the amount you paid us in the 12 months preceding the claim.

These limitations are standard for professional software services and apply even if we have been advised of the possibility of such damages. Some jurisdictions do not allow certain liability limitations, so some of these limitations may not apply to you.

27. Indemnification

You shall defend (or settle), indemnify and hold harmless Exocortex LLC, its officers, directors and employees, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys' fees, arising out of or in connection with any third-party claim that: (i) a third party has suffered injury, damage or loss resulting from the use by You or by any Authorised User of the Subscription Service, or (ii) the Customer Data, or the use by You or by any Authorised User of the Subscription Service in violation of this Agreement, infringes or violates the Intellectual Property Rights or other proprietary rights of a third party. Your obligations under this section are contingent upon: (a) Exocortex LLC providing You with prompt written notice of such claim; (b) Exocortex LLC providing reasonable cooperation to You, at Your expense, in the defence and settlement of such claim; and (c) You having sole authority to defend or settle such claim.

28. General Provisions

29. Dispute Resolution

30. Definitions

• "Authorised User" means Your employees, consultants, contractors, customers or agents that have (i) been assigned a unique username / password combination to access and use the Subscription Service, (ii) registered on-line to access and use the Subscription Service and (iii) agree to comply with the terms and conditions of this Agreement.
• "Customer Data" means proprietary data and information input by You or by any Authorised Users into, and stored by, the Subscription Service or input by You or by any Authorised Users into, and stored by, third parties.
• "Effective Date" means the date first on record with Exocortex LLC for Your clicking the check box to accept this Agreement or the date of Your first accessing and using the Subscription Service.
• "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

We may change these Terms and Conditions at any time. If any clause of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that clause shall be deemed severable from the Terms and Conditions and shall not affect the validity and enforceability of the remainder of these Terms and Conditions which shall continue to have full force and effect. We will not be responsible to you for any delay or failure to comply with our obligations under these Terms and Conditions if the delay or failure arises from any cause beyond our reasonable control.

If you breach these Terms and Conditions and we take no action we will still be entitled to use our rights and remedies in other situations where you are in breach. No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any clause of these Terms and Conditions.

31. Entire Agreement

These Terms and Conditions supersede any information displayed on the website, govern our relationship with you and supersede any and all preceding and contemporaneous agreements between you and Exocortex LLC.

You confirm that, in agreeing or continuing to agree to accept these Terms and Conditions, you have not relied on any representation save insofar as the same has expressly been made a clause of these Terms and Conditions and you agree that you shall have no remedy in respect of any representation.