Product Specific Terms

HEADCHECK PRO TERMS OF USE

Last updated on June 30, 2020.

IMPORTANT—PLEASE READ CAREFULLY: These Terms of Use are a binding legal contract between you (the “Customer”) and us, (“HeadCheck”), each a “Party” and collectively the “Parties”, that covers your use of the Application (as defined below) and any associated services that HeadCheck provides to Customer (collectively, the “Services”).  Please read them carefully, as they contain important information regarding your legal rights, remedies and obligations. Also, please note that, unless we define a term in this Privacy Policy, all capitalized words used in this Privacy Policy have the same meanings as in our Master Terms.

BY INSTALLING THE APPLICATION OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNITY AND TERMINATION PROVISIONS BELOW.  IF CUSTOMER DOES NOT AGREE TO THESE TERMS OF USE AND/OR THE ADDITIONAL TERMS, NEITHER CUSTOMER NOR ANY OF ITS USERS SHOULD INSTALL THE HEADCHECK HEALTH APPLICATION OR OTHERWISE USE THE SERVICES.

IF YOU, THE READER, ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER ORGANIZATION (E.G. YOUR EMPLOYER), YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY AND POWER TO BIND THE ORGANIZATION.  THESE TERMS OF USE WILL BE BINDING ON THE ORGANIZATION, AND WILL ALSO BE BINDING ON YOU IN YOUR PERSONAL CAPACITY AS IF YOU WERE CUSTOMER.

Changes to the Services and these Terms

HeadCheck Health may amend these Terms of Use at any time by posting the amended terms at www.headcheckhealth.com/terms or via the Services.  HeadCheck will also update the “Last updated” date at the top of these Terms of Use.  All amended terms shall be effective immediately after your first use of the Services after the amended terms have been posted. By continuing to use the Services, Customer is indicating that Customer agrees to be bound by the amended Terms of Use.  If the amended Terms of Use are not acceptable to Customer, Customer must stop using the Services.

In consideration of the mutual promises and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, HeadCheck and Clinic hereby agree as follows:

1.       DEFINITIONS.

1.1.    “Customer” has the meaning given to it in the preamble.

1.2.    “Services” has the meaning given to it in the preamble.

1.3.    “Subscription Term” has the meaning given to it in Section 6.1.

1.4.    “User” means individuals who (a) are authorized by Customer to use the Application at the Customer Location, (b)  have registered to use the Application in relation to work at the Customer Location, and (c) have been approved by HeadCheck.

2.       APPLICATION AND SERVICES.

2.1.    Provision of the Application. Subject to the terms and conditions of these Terms of Use, HeadCheck will make the Application and Services available to Customer and its Users for use, in each case, at the Customer Location pursuant to these Terms of Use and all Order Forms during a Subscription Term.

2.2.    Customer Responsibilities. Customer will use the Application and Services solely for the Internal Activities of Customer at the Customer Location. Application and Services usage by any party other than Customer at the Customer Location or a User at the User Location, including without limitation (a) Affiliates, acquirors or acquirees of Customer, (b) Customer at any location other than the Customer Location, including in a circumstance where a Customer Location moves physical locations, or (c) Users in any setting other than the Customer Location, would, in each case require additional fees and a separate agreement with HeadCheck. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with these Terms of Use.  Customer will:  (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Application and Services, and notify HeadCheck promptly of any such unauthorized access or use; and (iii) comply with all applicable local, state, provincial, federal and foreign laws in using the Application and Services including but not limited to the Personal Information Protection and Electronic Documents Act and the Health Insurance Portability and Accountability Act of 1996. Customer will comply with all HeadCheck instructions relating to Customer’s or its Users’ use of the Application and Services. Customer will meet and conform to the connectivity and other technical specifications and operating requirements and security standards established from time to time by HeadCheck.

3.       FEES AND PAYMENT TERMS.

3.1.    Fees. Customer will pay all fees and charges set forth on the applicable Order Form (the “Fees”).  Except as otherwise provided, all Fees are quoted and payable in US dollars.  Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable, Fees paid are non-refundable, and the Fees may not be decreased during the relevant Subscription Term. The Customer acknowledges that as of the Start Date, the Fees are charged on a per Athlete basis as quoted Order Form, and that the Fees quoted on the Order Form in respect of the Application and Services (excluding new products and services) and/or any Athletes added thereafter will be subject to change on sixty (60) days’ notice.

3.2.    Invoices and Payment.  Fees will be invoiced in accordance with the applicable Order Form.  Fees for consulting and training Services will be invoiced as mutually agreed upon by the parties.  Except as otherwise set forth in the applicable Order Form, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.  Any invoiced amounts remaining unpaid thereafter will accrue interest at the rate of the lower of 1.5% per month (18% per year) or the highest rate permitted by law.  In addition, should any invoiced amounts remain unpaid for more than 5 calendar days from the due date specified on the invoice, Customer’s and its Users’ access to the Application and Services may be temporarily suspended until Customer pays all such invoiced amounts in full to HeadCheck.  Customer will pay on demand all of HeadCheck’s reasonable legal fees and other costs incurred by HeadCheck to collect any Fees due HeadCheck under this Agreement following a breach of this Section 3.2 (Invoices and Payment).

3.3.    Taxes. Customer will be solely responsible for the payment of all taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from HeadCheck’s provision of the Application and Services hereunder, except any taxes assessed upon HeadCheck’s net income. If HeadCheck is required to directly pay Taxes related to Customer’s use of the Application and Services hereunder, Customer will promptly reimburse HeadCheck for any amounts paid by HeadCheck.

4.       PROPRIETARY RIGHTS.

4.1.    Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, including, but not limited to, uploading the Customer Data to the Application, assuring that all such Customer Data is properly formatted and configured, and is in all respects suitable for use in the Application. When a User creates its login as a prerequisite to using the Application and Services, HeadCheck will ask the User to provide certain personal information pertaining to Users and/or Patients.  Additionally, certain personal information and data pertaining to Users and/or Patients that is obtained before and/or during tests performed using the Application and Services may be transmitted to HeadCheck and stored.  Any personal information that collected will be handled in accordance with the Privacy Policy.   Customer grants to HeadCheck, for the purposes of providing the Application and/or Services to Customer and its Users, complying with the terms of these Terms of Use, and for other analytical purposes related to the Application, Services, or other HeadCheck activities, a worldwide, non-exclusive, royalty-free license to reproduce, disclose, prepare derivative works based on, and otherwise use the Customer Data, in a manner non-specific to Customer, Users or individual Patients.

4.2.    License of Customer Marks.  Customer hereby grants HeadCheck a non-exclusive license, upon the terms and conditions set out in these Terms of Use, to use Customer’s name and logo solely in connection with advertising and promoting Customer and the relationship between Customer and HeadCheck.  HeadCheck shall not use Customer’s name and logo in any manner that would be reasonably expected to negatively affect the reputation of Customer or in any manner which Customer advises HeadCheck in writing is objectionable to Customer.

4.3.    License of HeadCheck Marks.  HeadCheck hereby grants Customer a non-exclusive license, upon the terms and conditions set out in these Terms of Use, to use HeadCheck’s name and logo solely in connection with advertising and promoting HeadCheck and the relationship between Customer and HeadCheck.  Customer shall not use HeadCheck’s name and logo in any manner that would be reasonably expected to negatively affect the reputation of HeadCheck or in any manner which HeadCheck advises Customer in writing is objectionable to HeadCheck.

4.4.    Press Releases.  Neither party will issue any press release about these Terms of Use or the activities contemplated hereby without the prior written consent of the other party, such consent not to be unreasonably withheld.

5.       INDEMNIFICATION.

5.1.    Indemnification by Customer. Subject to these Terms of Use, Customer, at its expense, will defend and pay any settlement amounts or losses, liabilities, damages, costs and expenses (including reasonable legal fees) awarded by a court of final jurisdiction arising out of any third party claim, suit or proceeding (i) alleging that the Customer Data or HeadCheck’s use thereof in accordance with the terms and conditions of these Terms of Use infringes, misappropriates or otherwise violates any intellectual property or other rights of any third party; (ii) arising from a breach of these Terms of Use or a representation or warranty of Customer contained in these Terms of Use; or (iii) arising from any use or non-use of the Application, the Documentation or the Services by Customer, its Users, or any other person authorized by Customer.

5.2.    Conditions. Customer’s obligations under this Section are contingent upon HeadCheck (i) giving prompt written notice to Customer of any claim under this Section, (ii) giving Customer sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). Customer will not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of HeadCheck or imposes additional obligations on HeadCheck, without the prior express written consent of HeadCheck.  The rights and remedies set forth in this Section are the sole obligations of Customer and exclusive remedies available to HeadCheck in the event of an applicable third party claim.

5.3.    Remedies.  Without intending to limit the remedies available to HeadCheck, Customer acknowledges that damages at law will be an insufficient remedy to HeadCheck in view of the irrevocable harm which will be suffered if Customer violates any of the terms of these Terms of Use and agrees that HeadCheck may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach of any such provisions, or otherwise specifically to enforce any such covenants.

6.       TERM AND TERMINATION

6.1.    Subscription Term Subscriptions to use the Application begin on the start date specified in the relevant Order Form and will expire one year thereafter (the “Initial Term”), unless either Party terminates this Agreement earlier in the manner permitted hereunder. Upon expiration of the Initial Term, this Agreement will be automatically renewed for further one year periods (each an “Additional Term”) unless either Party at least 30 days prior to the end of the Initial Term or any Additional Term, as the case may be, sends to the other Party a written notice, using the method provided in Section 8.12(iii) of the Master Services Agreement to terminate this Agreement at the end of the Initial Term or Additional Term, as the case may be.

6.2.    Termination for Cause. This Agreement may be terminated by either Party for cause as follows: (i) upon 90 days written notice if the other Party breaches or defaults under any material provision of this Agreement (other than failure to pay the amounts invoiced in accordance with this Agreement) or an Order Form and does not cure such breach prior to the end of such 90 day period, (ii) effective immediately and without notice if the other Party fails to pay the amounts invoiced in accordance with this Agreement or an Order Form, ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder.  HeadCheck may temporarily cease performance of its obligations during any cure period.

6.3.    Other Terminations.  This Agreement may be terminated by HeadCheck for any reason, provided that HeadCheck provides a prorated refund of the Fees for the remainder of the applicable Subscription Term.

6.4.    Effect of Termination. Except as otherwise set forth herein, expiration or termination of this Agreement will have the following effects: (i) all subscriptions granted under this Agreement will terminate immediately, and (ii) upon request by Customer before the termination and upon payment of the applicable hosting fees, HeadCheck will make available for download to Customer for a period of 90 days the Customer Data in the current format in which it is stored in the Application, and following such period, HeadCheck will retain Customer Data as described in section 4.2.

6.5.    Survival. Except to the extent expressly provided to the contrary herein, Articles, 3, 4, 5 , and Sections 6.4 and 6.5 will survive the termination of this Agreement.

HEADCHECK HUB TERMS OF USE

Last updated on June 30, 2020.

TERMS OF USE

IMPORTANT—PLEASE READ CAREFULLY: These Terms of Use are a binding legal contract between you, the legal clinic noted on the Order Form (the “Clinic”) and HeadCheck Health Inc., (“HeadCheck”) that covers your use of the Application (as defined below) and any associated services that HeadCheck provides to Clinic (collectively, the “Services”).  Please read them carefully, as they contain important information regarding your legal rights, remedies and obligations.

BY INSTALLING THE APPLICATION OR OTHERWISE USING THE SERVICES, CLINIC AGREES TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNITY AND TERMINATION PROVISIONS BELOW.  IF CLINIC DOES NOT AGREE TO THESE TERMS OF USE AND/OR THE ADDITIONAL TERMS, NEITHER CLINIC NOR ANY OF ITS USERS SHOULD INSTALL THE HEADCHECK HEALTH APPLICATION OR OTHERWISE USE THE SERVICES.

IF YOU, THE READER, ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER ORGANIZATION (E.G. YOUR EMPLOYER), YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY AND POWER TO BIND THE ORGANIZATION.  THESE TERMS OF USE WILL BE BINDING ON THE ORGANIZATION, AND WILL ALSO BE BINDING ON YOU IN YOUR PERSONAL CAPACITY AS IF YOU WERE CLINIC.

Changes to the Services and these Terms

HeadCheck Health may amend these Terms of Use at any time by posting the amended terms at www.headcheckhealth.com/clinicterms or via the Services.  HeadCheck will also update the “Last updated” date at the top of these Terms of Use.  All amended terms shall be effective immediately after your first use of the Services after the amended terms have been posted. By continuing to use the Services, Clinic is indicating that Clinic agrees to be bound by the amended Terms of Use.  If the amended Terms of Use are not acceptable to Clinic, Clinic must stop using the Services.

In consideration of the mutual promises and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, HeadCheck and Clinic hereby agree as follows:

1.       DEFINITIONS.

1.1.    “Clinic” has the meaning given to it in the preamble.

1.2.    “Clinic Data” means all electronic data or information submitted by Clinic or its Users to the Application or HeadCheck in connection with a use of the Application, including but not limited to data pertaining to Patients.

1.3.    “Clinic Location” means the physical location of Clinic noted on the Order Form.

1.4.    “Patient” means a person engaged as a patient with Clinic at the Clinic Location.

1.5.    “Services” has the meaning given to it in the preamble.

1.6.    “Start Date” means the first date on which Clinic accesses the Services in respect of the Clinic Location, or sixty (60) days following the date that the Order Form is submitted, whichever occurs first.

1.7.    “Subscription Term” has the meaning given to it in Section 6.1.

1.8.    “User” means individuals who (a) are authorized by Clinic to use the Application at the Clinic Location, (b)  have registered to use the Application in relation to work at the Clinic Location, and (c) have been approved by HeadCheck.

2.       APPLICATION AND SERVICES.

2.1.    Provision of the Application. Subject to the terms and conditions of these Terms of Use, HeadCheck will make the Application and Services available to Clinic and its Users for use, in each case, at the Clinic Location pursuant to these Terms of Use and all Order Forms during a Subscription Term.

2.2.    Clinic Responsibilities. Clinic will use the Application and Services solely for the Internal Activities of Clinic at the Clinic Location. Application and Services usage by any party other than Clinic at the Clinic Location or a User at the User Location, including without limitation (a) Affiliates, acquirors or acquirees of Clinic, (b) Clinic at any location other than the Clinic Location, including in a circumstance where a Clinic Location moves physical locations, or (c) Users in any setting other than the Clinic Location, would, in each case require additional fees and a separate agreement with HeadCheck. Clinic is responsible for all activities that occur in User accounts and for Users’ compliance with these Terms of Use.  Clinic will:  (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Clinic Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Application and Services, and notify HeadCheck promptly of any such unauthorized access or use; and (iii) comply with all applicable local, state, provincial, federal and foreign laws in using the Application and Services including but not limited to the Personal Information Protection and Electronic Documents Act and the Health Insurance Portability and Accountability Act of 1996. Clinic will comply with all HeadCheck instructions relating to Clinic’s or its Users’ use of the Application and Services. Clinic will meet and conform to the connectivity and other technical specifications and operating requirements and security standards established from time to time by HeadCheck.

3.       FEES AND PAYMENT TERMS.

3.1.    Fees. Clinic will pay the Fees.  Except as otherwise provided, all Fees are quoted and payable in United States dollars.  Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable, Fees paid are non-refundable.  Clinic acknowledges that as of the Start Date, the Fees are charged on a monthly or annual subscription basis as specified in an Order Form.

3.2.    Invoicing and Payment. Clinic will provide HeadCheck with valid and updated credit card information. If Clinic provides credit card information to HeadCheck, Clinic authorizes HeadCheck to charge such credit card for all purchased HeadCheck Services. Standard subscriptions are charged in advance. Additional User subscriptions will be charged at the end of each month of the applicable subscription period in arrears. If Clinic adds Users, subscriptions charges will be prorated over the remaining term of the subscription period and charged at the time Clinics add the subscription. The Clinic acknowledges that as of the Start Date, the User Fees are charged on a per-User basis as quoted and specified from time to time on the HeadCheck Health website. Additional Patient profile packages will be charged at the end of each month of the applicable subscription period in arrears. The Clinic acknowledges that as of the Start Date, the Patient Fees are charged on a package basis as quoted and specified from time to time on the HeadCheck Health website. If Clinic has pre-paid in advance, charges for Purchased Services will be subtracted from the pre-paid balance first, and any remaining amounts will be charged to Clinic’s credit card or be invoiced. Clinic is responsible for providing complete and accurate billing and contact information to HeadCheck and notifying HeadCheck of any changes to such information.

3.3.    Taxes. Clinic will be solely responsible for the payment of Taxes arising from HeadCheck’s provision of the Application and Services hereunder, except any taxes assessed upon HeadCheck’s net income. If HeadCheck is required to directly pay Taxes related to Clinic’s use of the Application and Services hereunder, Clinic will promptly reimburse HeadCheck for any amounts paid by HeadCheck.  In some cases, HeadCheck may collect from Clinic applicable Taxes and remit such Taxes to the appropriate authorities.  In cases where HeadCheck does not collect any applicable Taxes, Clinic will be responsible to pay and remit the applicable Taxes. Any invoiced amounts for Taxes remaining unpaid thereafter will accrue interest at the rate of the lower of 1.5% per month (18% per year) or the highest rate permitted by law.

4.       PROPRIETARY RIGHTS.

4.1.    Clinic Data. Clinic is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Clinic Data, including, but not limited to, uploading the Clinic Data to the Application, assuring that all such Clinic Data is properly formatted and configured, and is in all respects suitable for use in the Application. When a User creates its login as a prerequisite to using the Application and Services, HeadCheck will ask the User to provide certain personal information pertaining to Users and/or Patients.  Additionally, certain personal information and data pertaining to Users and/or Patients that is obtained before and/or during tests performed using the Application and Services may be transmitted to HeadCheck and stored.  Any personal information that collected will be handled in accordance with the Privacy Policy.   Clinic grants to HeadCheck, for the purposes of providing the Application and/or Services to Clinic and its Users, complying with the terms of these Terms of Use, and for other analytical purposes related to the Application, Services, or other HeadCheck activities, a worldwide, non-exclusive, royalty-free license to reproduce, disclose, prepare derivative works based on, and otherwise use the Clinic Data, in a manner non-specific to Clinic, Users or individual Patients.

4.2.    Retention and Deletion of Information.  Clinic agrees to retain Clinic Data for a period of 10 years from the last test date in respect of the applicable Patient or such other time period as required by all applicable laws (whichever is greater).  Such Clinic Data will be retained either, at the discretion of HeadCheck, in digital or non-digital form.

4.3.    License of Clinic Marks.  Clinic hereby grants HeadCheck a non-exclusive license, upon the terms and conditions set out in these Terms of Use, to use Clinic’s name and logo solely in connection with advertising and promoting Clinic and the relationship between Clinic and HeadCheck.  HeadCheck shall not use Clinic’s name and logo in any manner that would be reasonably expected to negatively affect the reputation of Clinic or in any manner which Clinic advises HeadCheck in writing is objectionable to Clinic.

4.4.    License of HeadCheck Marks.  HeadCheck hereby grants Clinic a non-exclusive license, upon the terms and conditions set out in these Terms of Use, to use HeadCheck’s name and logo solely in connection with advertising and promoting HeadCheck and the relationship between Clinic and HeadCheck.  Clinic shall not use HeadCheck’s name and logo in any manner that would be reasonably expected to negatively affect the reputation of HeadCheck or in any manner which HeadCheck advises Clinic in writing is objectionable to HeadCheck.

4.5.    Press Releases.  Neither party will issue any press release about these Terms of Use or the activities contemplated hereby without the prior written consent of the other party, such consent not to be unreasonably withheld.

5.       INDEMNIFICATION.

5.1.    Indemnification by Clinic. Subject to these Terms of Use, Clinic, at its expense, will defend and pay any settlement amounts or losses, liabilities, damages, costs and expenses (including reasonable legal fees) awarded by a court of final jurisdiction arising out of any third party claim, suit or proceeding (i) alleging that the Clinic Data or HeadCheck’s use thereof in accordance with the terms and conditions of these Terms of Use infringes, misappropriates or otherwise violates any intellectual property or other rights of any third party; (ii) arising from a breach of these Terms of Use or a representation or warranty of Clinic contained in these Terms of Use; or (iii) arising from any use or non-use of the Application, the Documentation or the Services by Clinic, its Users, or any other person authorized by Clinic.

5.2.    Conditions. Clinic’s obligations under this Section are contingent upon HeadCheck (i) giving prompt written notice to Clinic of any claim under this Section, (ii) giving Clinic sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). Clinic will not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of HeadCheck or imposes additional obligations on HeadCheck, without the prior express written consent of HeadCheck.  The rights and remedies set forth in this Section are the sole obligations of Clinic and exclusive remedies available to HeadCheck in the event of an applicable third party claim.

5.3.    Remedies.  Without intending to limit the remedies available to HeadCheck, Clinic acknowledges that damages at law will be an insufficient remedy to HeadCheck in view of the irrevocable harm which will be suffered if Clinic violates any of the terms of these Terms of Use and agrees that HeadCheck may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach of any such provisions, or otherwise specifically to enforce any such covenants.

6.       TERM AND TERMINATION

6.1.    Subscription Term Subscriptions to use the Application begin on the start date specified in the relevant Order Form and will expire one year thereafter (the “Initial Term”), unless either Party terminates this Agreement earlier in the manner permitted hereunder. Upon expiration of the Initial Term, this Agreement will be automatically renewed for further one year periods (each an “Additional Term”) unless either Party at least 30 days prior to the end of the Initial Term or any Additional Term, as the case may be, sends to the other Party a written notice, using the method provided in Section 8.12(iii) of the Master Services Agreement to terminate this Agreement at the end of the Initial Term or Additional Term, as the case may be.

6.2.    Termination for Cause. These Terms of Use may be terminated by either Party for cause as follows: (i) upon 90 days written notice if the other Party breaches or defaults under any material provision of these Terms of Use (other than failure to pay the amounts invoiced in accordance with these Terms of Use) or an Order Form and does not cure such breach prior to the end of such 90 day period, (ii) effective immediately and without notice if the other Party fails to pay the amounts invoiced in accordance with these Terms of Use or an Order Form, ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder.  HeadCheck may temporarily cease performance of its obligations during any cure period.

6.3.    Other Terminations.  These Terms of Use may be terminated as follows: (i) by HeadCheck for any reason, provided that if HeadCheck terminate these Terms of Use within three (3) years of the Start Date, HeadCheck provides a prorated refund of the Fees based on the date of termination in relation to such three (3) year period, and (ii) by Clinic within thirty (30) days of receiving notice of a change to the Fees under Section 3.1.

6.4.    Effect of Termination. Except as otherwise set forth herein, expiration or termination of these Terms of Use will have the following effects: (i) all User subscriptions granted under these Terms of Use will terminate immediately, and (ii) upon request by Clinic before the termination and upon payment of the applicable hosting fees, HeadCheck will make available for download to Clinic for a period of 90 days the Clinic Data in the current format in which it is stored in the Application, and following such period, HeadCheck will retain Clinic Data as described in section 4.2.

6.5.    Survival. Except to the extent expressly provided to the contrary herein, the Master Services Agreement and these Terms of Use Articles 3, 4, 5, and Sections 6.4 and 6.5 will survive the termination of these Terms of Use.