The Site (“the Site”) is comprised of various web pages operated by Trinity Behavioral Health (“Trinity”).

The Site is offered to you based on user acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Site constitutes the user’s agreement to all such terms, conditions, and notices.

The following terms and conditions constitute an agreement between you and Trinity Behavioral Health, (“TRINITY,” “we,” or “us”), the operator of mentalhealth.openpathcollective.org (the “Site”). These terms of use (the “Terms of Use”) govern your use of the Site, both as a casual visitor and as a registered user.

By accessing, browsing or using our Website, you become a “Visitor”. Your accessing, browsing or using this Website constitutes your agreement to all terms, conditions, and notices, and any changes to the Terms of Service made by TRINITY.

In order to access certain aspects of the Website or perform certain functions you will have to sign up and become a “Member” of our Website. As part of the registration process for Membership you will be asked to review those portions of the Terms of Service intended for Members and asked to confirm your assent to them. By clicking “create account”, you confirm that you have read these Terms of Service, that you understand them, and that you agree to be bound by them.

THESE TERMS AND CONDITIONS ARE BINDING ON YOU (TOGETHER WITH ANY OTHER PERSON OR ENTITY ON WHOSE BEHALF YOU USE THE SITE, “YOU”). BY USING THE SITE, AND/OR BY REGISTERING WITH US, YOU SIGNIFY THAT YOU AGREE TO THESE TERMS OF SERVICE, including that you consent to the information practices disclosed in our Privacy Policy, which is incorporated herein by reference, and that you consent to resolve in the State of Texas any dispute that you may have with us, or the Site. Without limiting the foregoing, you acknowledge that third parties may have a relationship with TRINITY that is governed by different agreements or terms and conditions and, you waive any claim against TRINITY with respect to such differing terms and conditions. Please note that we offer the Site “AS IS” and without warranties. If you are registering an account or using the Site on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept these Terms of Service on such individual’s or entity’s behalf.

Finally, these Terms and Conditions contain a binding arbitration clause and class action waiver at section 17 that impact your rights about how to resolve disputes. Please read carefully.

1. About the Site
Everything we offer on the Site is referred to in these Terms of Service collectively as the “Services”. Some of what is on the Site is viewable without registering with us, but to actively participate in courses, or otherwise, or store your information, you must register as a member and authorize the use and disclosure of your personal information for purposes of allowing us to provide the Services and as otherwise disclosed in our Privacy Policy. You acknowledge that although the content, text, data, graphics, images, information, suggestions, guidance, and other material (collectively, “Information”) that is provided to you on the Site (including Information provided in direct response to your questions or postings) may be provided by through a course offering created or opined upon by an individual holding certain professional qualifications, the provision of such Information does not create a clinical professional/patient relationship, and does not constitute an opinion, mental health advice, or diagnosis or treatment of any particular condition. Further, the content and information provided on this Site is designed to provide useful information on the subject matter covered. However, TRINITY is not engaged in providing mental health, medical, behavioral, or other professional advice. If you require professional advice or counsel, you should retain the services of a competent professional.

2. Participation in Course Offerings; License to Use Course Materials
Our Services enable Users to access our online library of courses and engage with course materials. The Services include, without limitation, facilitating and hosting Courses and supporting materials, and taking feedback from Users.
Our course offerings are self-directed and allow You to engage with them at Your own pace. This requires You to be responsible for and committed to your experience. TRINITY is not responsible for your online learning experience, your education or what you learn or do not learn by taking one of our courses/classes.
If a client/student does not complete the required counseling sessions at the scheduled time on two or more occasions,  Trinity may exercise the right to terminate the participant’s courses and report the failure to attend to the courts, attorney or supervising authority there of.  This termination will result in the loss of funds and execute a non-refundable policy between the two parties.  Subsequently, the participant would need to re-enroll and pay for the course again in full to attend the lessons and counseling sessions appointed by the coursework and program.
Certificates acknowledging participation in and completion of a course are available for an additional fee following completion of the course.  If You do not satisfy the course requirements You will not be eligible for a certificate.
TRINITY hereby grants You (as a User) a limited, non-exclusive, non-transferable license to access and use our content, for which You have paid all required fees, solely for Your personal, non- commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with particular courses or Services. All other uses are expressly prohibited absent Our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any of Our content unless We give You explicit permission to do so. Our content is licensed, and not sold, to You. No individual or entity may grant You license rights to any content other than the rights expressly stated herein. Any purported additional license shall be null and void and a violation of these Terms.
You may decide to send us unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, “User Ideas”). You must not transmit any User Ideas to or through the Services or third-party platforms, or to Us through e-mail, that You consider to be confidential or proprietary. You agree that We shall not be required to treat any User Ideas as being confidential or proprietary. You are responsible and liable for any User Ideas You submit. You agree that by submitting User Ideas to Us, including any concepts, know-how or ideas, You hereby grant Us a perpetual, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the User Ideas in connection with the Services, and for TRINITY’s (and its successor’s) business, including without limitation, for promoting and redistributing part or all of the User Ideas (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to You or others. We are under no obligation to evaluate, review, or use any User Idea.
All rights not expressly granted in these Terms are retained by the content owners and these Terms do not grant any implied licenses.

3. Fees
You agree to pay a registration/intake fee of $74.00 for access to our Services, and hereby authorize Us to charge Your credit card, debit card or payment services for such fees. If Your payment method is declined, You will not be able to access our Services. If Your payment method is declined for future installments, You agree to pay Us the fees within five (5) days of notification from Us. If You do not pay within 5 days of notification from Us You will not be able to access our Services and We will terminate Your membership. This fee is above and beyond any cost of lessons, memberships, courses or other offerings presented by Trinity and is non-refundable.
Please note that if We believe that You are abusing Our usage policy in Our sole discretion, We reserve the right to suspend or terminate Your Account and refuse or restrict any and all current or future use of the Services, without any liability to You.

4. Use of Course Materials
You may only make noncommercial uses of the Site and the content. You may access the course materials for your own personal use. In addition, you may download any course materials for which a downloading option is offered on the Site, however, you may NOT display or distribute those course materials to any person or entity. You may NOT use course materials as part of your own teaching activities. Except as specifically permitted in the preceding sentence, you may not retransmit, publish, distribute, display or otherwise make available any of the course materials or other content to others. In no event may you alter or modify the course materials or other content, including, without limitation, by adding any advertisement or other material or by interfering with the viewing of any content. You agree to retain all copyright and other notices on any content you obtain from the Site.

5. Copyright
All material content included in or made available through Website, such as text, graphics, logos, button icons, images, audio material, video material, digital downloads, data compilations, software, HTML code, Java applets, Active X controls and other code, is the property of TRINITY and protected by United States and international copyright laws. The compilation of all content included in or made available through Website is the exclusive property of TRINITY and protected by U.S. and international copyright laws. The Website, related documentation, and all intellectual property rights embodied within or derived from such Website are copyrighted works of authorship or proprietary materials exclusively owned by TRINITY. TRINITY retains ownership of all subsequent copies of the Website and all derivative works based on such Website. All other content not owned by TRINITY that appears on the Website appears with the permission of its respective owners and is the property of such respective owners, who may or may not be affiliated with, connected to, or sponsored by TRINITY.

6. Registration
Users must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. User may be asked to choose a password and a User name. User is entirely responsible for maintaining the confidentiality of User’s password and account. Furthermore, User is entirely responsible for any and all activities that occur under User’s account. User agrees to notify TRINITY immediately of any unauthorized use of User’s account or any other breach of security. You may notify us by sending an email to [email protected]. TRINITY will not be liable for any loss that User may incur as a result of someone else using User’s password or account, either with or without User’s knowledge. However, User could be held liable for losses incurred by TRINITY or another party due to someone else using User’s account or password. User may not use anyone else’s account at any time.
As part of the registration process, you will provide an e-mail address and create a password. These are your credentials for accessing the Services that are only available to members (“Credentials”). You should keep your Credentials private and not share your Credentials with anyone else.

7. Your Responsibilities
You are responsible for all use of the Site and for all use of your Credentials, including use by others to whom you have given your Credentials. You may use the Site and the Services for lawful, non-commercial purposes only. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not (and you agree not to allow any third party to): • copy, modify, adapt, translate, or reverse engineer any portion of the Site, its content or materials and/or the Services; • remove any copyright, trademark or other proprietary rights notices contained in or on the Site and/or the Services or in or on any content or other material obtained via the Site and/or the Services; • use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site and/or the Services; • reformat or frame any portion of the web pages that are part of the Site and/or the Services; • create user accounts by automated means or under false or fraudulent pretenses; or • collect or store personal data about other users in connection with the prohibited activities described in this paragraph. In addition to our rights in these Terms of Service, we may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms of Service.

8. Changes to These Terms of Service
We may change these Terms of Service at any time, as we reasonably deem appropriate. Upon any change in these Terms of Service, we will post the amended agreement on the Site with notice of the changes. Your continued use of the Site and/or the Services following such notification shall constitute your affirmative acknowledgement of the Terms of Service, the modification and agreement to abide and be bound by the Terms of Service, as amended. If at any time you choose not to accept these Terms of Service, including following receipt of notification of any modifications hereto, then please do not use the Site.

9. Changes to the Services
We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included on the Site, and the users of new services will be governed by these Terms of Service. You agree that TRINITY will not be liable to you or any third party for any suspension or discontinuation of any of the Services.

10. Links to Other Sites
The Site may include links to other websites or frame information from other websites, including links provided as automated search results. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience only and do not mean that we endorse these sites or the products and services they provide and we make no warranties or representations of any kind whatsoever regarding those websites, including the products, software, materials, services, content, completeness, accuracy or appropriateness of content on such linked websites. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other sites.

11. Your Use of Content
Except for Posted Content that you or any other visitors to the Site submit, all of the Information available on or through the Services and/or the Site, including without limitation, text, photographs, graphics and video and audio content, is owned by us and our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain TRINITY’s proprietary information. We give you permission to use the aforementioned content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Site in whole or in part, for any commercial gain or purpose whatsoever. Except as is expressly and unambiguously provided herein, TRINITY and its suppliers do not grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by TRINITY to you are retained by TRINITY.

12. Indemnification
Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, and suppliers, from all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of these Terms of Service by you or any third party using your Credentials of any intellectual property or other right of any person or entity. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

13. Electronic Contracting and Notices
Your affirmative act of using this Site and/or registering for the Site or the Services constitutes your electronic signature to these Terms of Service and your consent to enter into agreements with us electronically.

14. No unlawful or prohibited use
As a condition of your use of the Site, you warrant to TRINITY that you will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

15. Liability Disclaimer & Limitation of Liability
WE PROVIDE THE SITE AND THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SITE OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION PROVIDED BY USERS OF THE SITE OR ANY OTHER CONTENT, DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TRINITY MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SITE OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. TRINITY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

THE INFORMATION PROVIDED ON THE SITE IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MENTAL HEALTH ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MENTAL HEALTH ADVICE FROM A QUALIFIED HEALTH CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE. DO NOT USE THE SITE FOR EMERGENCY MENTAL HEALTH NEEDS. IF YOU BELIEVE THAT YOU ARE EXPERIENCING A MENTAL HEALTH EMERGENCY CALL 911. YOUR USE OF INFORMATION PROVIDED ON THE SITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MENTAL HEALTH CARE OR THE PROVISION OF MENTAL HEALTH CARE.

THE INFORMATION, AND SERVICES INCLUDED IN THE SITE OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. TRINITY MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

TRINITY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. TRINITY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR MEMBERSHIP. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE OUR SITE OR OUR SERVICES OR (B) $4.99. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRINITY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TRINITY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE SOLUTION IS TO DISCONTINUE USE OF THE SITE.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.

16. Termination or restricted access; Choice of Law; Entire Agreement; Severability; Waiver
TRINITY may terminate and/or suspend your membership immediately, without notice, if there has been a violation of these Terms of Service or other policies and terms posted on the Site by you or by someone using your Credentials. We may also cancel or suspend your registration for any other reason but will attempt to notify you in advance of such cancellation or suspension. TRINITY shall not be liable to you or any third party for any termination of your access to the Site and/or the Services. Further, you agree not to attempt to use the Site and/or the Services after any such deletion, deactivation or termination. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Texas, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Collin County, Texas, U.S.A. in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TRINITY as a result of this agreement or use of the Site. TRINITY’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of TRINITY’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by TRINITY with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and TRINITY with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and TRINITY with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of TRINITY to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

17. Choice of Law and Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH TRINITY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

These Terms of Use shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Texas as applied to contracts made and to be performed entirely within Texas, without giving effect to the state’s conflicts of law statute. Any controversy, dispute or claim arising out of or related to these Terms of Service or your use of the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State of Texas, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.

Arbitration Agreement; Claims.   These remaining paragraphs of this Section 17 are referred to as the “Arbitration Agreement” in these Terms.  Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 17’s Opt-Out Procedures below, you and TRINITY (together, the “Parties”) agree that any and all disputes or claims that arise between you and TRINITY relating to the TRINITY Service and/or these Terms (including any alleged breach of these Terms) (collectively, “Claims”), except for Excluded Claims (defined in the following sentence), will be resolved  as set forth in this Arbitration Agreement. As used herein, “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims arising out of or related to a violation of Section 15, above, (3) claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents), and (4) claims that, as a matter of applicable law, cannot be made subject to arbitration.

Agreement to Arbitrate.  Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 17’s Opt-Out Procedures below, you agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration, rather than in a court, in accordance with this Arbitration Agreement, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To the extent that the Parties’ dispute involves both timely filed Excluded Claims and other Claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.

Prohibition of Class and Representative Actions and Non-Individualized Relief.  YOU AND TRINITY AGREE THAT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH Section 17’s Opt-Out Procedures BELOW, EACH OF US MAY BRING CLAIMS (EXCEPT TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW) AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRINITY AGREE OTHERWISE (OR TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW), THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER TRINITY USERS.

Pre-Arbitration Dispute Resolution.  Before you commence arbitration, we suggest that you contact us to explain your complaint. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. You may contact us via email at [email protected] or by mail at Trinity Behavioral Health, PO Box 833462, Richardson, Texas 75083-3462.  If the issue is not resolved and results in arbitration, we will need to mutually select and agree upon an arbitrator and the rules and procedures to govern the arbitration.
Arbitration Procedures.   The Parties will try in good faith to mutually select and agree upon an arbitrator and rules and procedures to govern the arbitration.  If we cannot agree, then the arbitration will be conducted by one neutral arbitrator in accordance with the rules of the American Arbitration Association (“AAA Rules”), as modified by this Arbitration Agreement. The rules that apply are those in effect when arbitration is demanded by either of the Parties.  The AAA Rules are incorporated by reference.  You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.  If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Sections 15. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. The arbitrator shall submit a decision in writing, specifying the findings of fact and the conclusions of law on which the decision is based.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

The arbitration will be held in the county in which TRINITY’s principal offices are located. If the value of the relief sought is $10,000 or less, you or TRINITY may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and TRINITY subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or TRINITY, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Texas, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different TRINITY users, but is bound by rulings in prior arbitrations involving the same TRINITY user to the extent required by applicable law.  As limited by the Federal Arbitration Act, these Terms and the applicable AAA Rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court.

Costs of Arbitration.  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be shared equally by you and TRINITY, except where prohibited by applicable law.  In addition, (1) if you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, TRINITY will pay your portion of such fees, and (2) if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, TRINITY will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be solely responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse TRINITY for all fees associated with the arbitration paid by TRINITY on your behalf that you otherwise would be obligated to pay under the AAA Rules.

Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability.  If any term, clause or provision of this Section 17 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 17 will remain valid and enforceable.

Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice“) in accordance with the terms of this Section 17’s Opt-Out Procedures. For new TRINITY users, the Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. If you are already a current TRINITY user and previously accepted the TRINITY Terms, the Opt-Out Notice must be postmarked no later than [insert date 30 days after the adoption date of these Terms]. You must mail the Opt-Out Notice to Trinity Behavioral Health, PO Box 833462, Richardson, Texas 75083-3462. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to register for the TRINITY Service to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, the entire Arbitration Agreement will not apply with respect to you, but the remainder of these Terms will continue to apply. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.  By opting out of binding arbitration, you are agreeing to resolve Claims (including Excluded Claims) in accordance with the non-arbitration terms of this Section 17 and Section 16.

Future Changes to this Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against TRINITY prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and will not be effective as to any claim that was filed in a legal proceeding against TRINITY prior to the effective date of removal.

18. Assignment
We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. We will post a notice on the Site regarding any change of ownership so that you have the opportunity to discontinue your use of the Site or cancel your registration if you do not wish to continue to use the Site and the Services under the new ownership. You may not assign, transfer or sublicense these Terms of Service to anyone else and any attempt to do so in violation of this section shall be null and void.

19. Eligibility
You must be 18 or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register with us or use the Site and the Services. If you are under the age of 13, you may not use the Site or Services, in compliance with the Children’s Online Privacy Protection Act. If you do not qualify under these terms, do not use the Site or Services. Membership in the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and to abide by all of the terms and conditions set forth herein. The Site is administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the user’s own risk and user is responsible for compliance with any local laws applicable to their use of the Services or the Site.