General Terms and Conditions for the Sale of Services

Last modified: February 14, 2024

1. Applicability.
   • These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods (“Goods”) and services (“Services”) by RELATIONSHIP PANORAMIC, INC. (“Relationship Panoramic”) to the buyer named on the reverse side of these Terms (“Customer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
   • The accompanying confirmation of sale (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
   • Notwithstanding anything to the contrary contained in this Agreement, Relationship Panoramic may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.
   • Relationship Panoramic’s Privacy Policy and Terms of Use are hereby otherwise incorporated herein by reference.
2. Performance of Services.
   • Relationship Panoramic shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only.
   • With respect to the Services, Customer shall (i) cooperate with Relationship Panoramic in all matters relating to the Services; (ii) respond promptly to any Relationship Panoramic request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Relationship Panoramic to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Relationship Panoramic may reasonably request and Customer considers reasonably necessary to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
3. Delivery of Services. Relationship Panoramic shall make delivery in accordance with the terms on the face of the Sales Confirmation.
4. Customer’s Acts or Omissions. If Relationship Panoramic’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, Relationship Panoramic shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
5. Price.
   • Customer shall purchase Services from Relationship Panoramic at the prices (the “Prices”) set forth in Relationship Panoramic’s published price list (as published on Relationship Panoramic’s website, https://relationship-panoramic.com/) in force as of the purchase date.
   • All Prices are exclusive of all sales, use or VAT, excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Relationship Panoramic’s income, revenues, gross receipts, personal or real property, or other assets.
   • While Relationship Panoramic tries to ensure that all prices online are accurate, errors may occur. If Relationship Panoramic discovers an error in the price of the services ordered, Relationship Panoramic will inform Customer as soon as reasonably possible. Customer will then be given the option of re-confirming Customer’s order at the correct price or cancelling Customer’s order. If Relationship Panoramic is unable to contact Customer using the contact details that Customer has provided during the order process, Relationship Panoramic will treat Customer’s order as cancelled. 
6. Payment Terms.
   • Customer shall pay all invoiced amounts due to Relationship Panoramic at the time of checkout. Customer shall make all payments hereunder by credit card and in US dollars.
   • Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Relationship Panoramic, whether relating to Relationship Panoramic’s breach, bankruptcy or otherwise.
7. Refund Policy. All purchases shall be non-refundable upon Customer’s receipt of the unique access code that will allow Customer to access the Goods and Services (the “Access Code”) except that, in event of an unused Access Code, Customer shall have the option to transfer such Access Code to a third-party. Any transference of the Access Code shall require that such third-party accept these Terms and Conditions, the Privacy Policy and Terms of Use. Access Codes shall expire within thirty (30) days of creation thereof, and once an Access Code has expired, there are no transfers allowed and there shall be no refunds issued.
8. Copyright, Trademarks, and Database Rights.
   • Relationship Panoramic’s website (www.relationship-panoramic.com) (the “Site”) contains copyrighted material, trademarks and proprietary research of Relationship Panoramic including but not limited to text, software, photos, video, graphics, music and sound, and the entire contents of the Site are copyrighted as a collective work under United States and international copyright, authors’ rights and database right laws. All rights reserved. Accordingly, international and domestic laws and penalties guaranteeing patent, copyright, trademark and trade secret protection safeguard the ideas, concepts, and recommendations related within this site.
   • Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Relationship Panoramic and/or the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Customer acknowledges that Customer does not acquire any ownership rights by downloading copyrighted material. Except as expressly provided herein, the transmission of this content shall not be construed to grant a license of any type under any copyright or trademarks owned or controlled by Relationship Panoramic.
9. Data Ownership.
   • Subject to the Privacy Policy and Terms of Use, Relationship Panoramic shall own all the rights to the data, results, and reports stemming from individuals who participate in any of the Relationship Panoramic assessments (the “Assessment”), regardless of whether the individual purchased the Access Code or the Access Code was purchased for their benefit. Access to the Assessment results shall be granted as follows:
     • If Person A orders the Assessment for Person A and B (as a couple), Person A and B will receive the report;
     • If Person A (an individual user) orders the Assessment for Person C as a gift, only Person C will receive the report; and
     • If Person D (a Professional User, as defined below) orders the Assessment for Person A and B (as a couple), Person A and B shall receive the report and Person D receives a copy of the report; 
     • For purposes of this Agreement, a “Professional User” shall mean an Authorized Professional who has created an account with Relationship Panoramic and an “Authorized Professional” shall mean one of the following: Clinical Psychologists, Professional Clinical Counselors, Marriage and Family Therapists, Clinical Social Workers, General Psychiatrists, Psychiatric Nurse Practitioners, Psychoanalysts, Clinical Sexologists, Certified Sex Therapists, Certified Sexuality Counselors, Psychosexual Therapists, and/or ICF-credentialed Coaches (ACC, PCC, MCC).

10. Limited Warranty and Disclaimer.
    • Relationship Panoramic warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
    • RELATIONSHIP PANORAMIC MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    • THE INFORMATION CONTAINED AND PROVIDED AS PART OF THE SERVICES AND ASSESSMENTS IS FOR GENERAL GUIDANCE ON MATTERS OF INTEREST ONLY. THE APPLICATION AND IMPACT OF LAWS CAN VARY WIDELY BASED ON THE SPECIFIC FACTS INVOLVED. GIVEN THE CHANGING NATURE OF LAWS, RULES AND REGULATIONS, AND THE INHERENT HAZARDS OF ELECTRONIC COMMUNICATION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN INFORMATION CONTAINED IN THIS SITE.
    • THE WEBSITE IS NOT BE USED AS A SUBSTITUTE FOR CONSULTATION WITH A PROFESSIONAL PSYCHOLOGIST OR OTHER PROFESSIONAL HEALTH OR MEDICAL PROVIDER. BEFORE MAKING ANY DECISION OR TAKING ANY ACTION, YOU SHOULD CONSULT A LICENSED MENTAL HEALTH PROFESSIONAL, AN AUTHORIZED PROFESSIONAL, OR OTHER TRAINED MENTAL HEALTH PROFESSIONAL. WHILE WE HAVE MADE EVERY ATTEMPT TO ENSURE THAT THE INFORMATION CONTAINED IN THIS SITE AND IN THE ASSESSMENTS HAS BEEN OBTAINED FROM RELIABLE SOURCES, RELATIONSHIP PANORAMIC IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM THE USE OF THIS INFORMATION. ALL INFORMATION IN THIS SITE IS PROVIDED “AS IS”, WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS OR OF THE RESULTS OBTAINED FROM THE USE OF THIS INFORMATION, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    • IN NO EVENT WILL RELATIONSHIP PANORAMIC ITS RELATED PARTNERSHIPS OR CORPORATIONS, OR THE PARTNERS, AGENTS OR EMPLOYEES THEREOF BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE INFORMATION IN THIS SITE OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • CERTAIN LINKS IN THIS SITE CONNECT TO OTHER WEB SITES MAINTAINED BY THIRD PARTIES OVER WHOM RELATIONSHIP PANORAMIC HAS NO CONTROL. RELATIONSHIP PANORAMIC MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR ANY OTHER ASPECT OF INFORMATION CONTAINED IN OTHER WEB SITES.
11. Limitation of Liability.
    • IN NO EVENT SHALL RELATIONSHIP PANORAMIC BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, PSYCHOLOGICAL HARM, HARM TO CUSTOMER’S RELATIONSHIPS, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT RELATIONSHIP PANORAMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • IN NO EVENT SHALL RELATIONSHIP PANORAMIC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO RELATIONSHIP PANORAMIC FOR THE GOODS AND SERVICES SOLD HEREUNDER.
    • The limitation of liability set forth in Section 11(c) shall not apply to (i) liability resulting from Relationship Panoramic’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Relationship Panoramic’s acts or omissions.
12. Compliance with Law. Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
13. Waiver. No waiver by Relationship Panoramic of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Relationship Panoramic. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Confidential Information. All non-public, confidential or proprietary information of Relationship Panoramic, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Relationship Panoramic to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Relationship Panoramic in writing. Upon Relationship Panoramic’s request, Customer shall promptly return all documents and other materials received from Relationship Panoramic. Relationship Panoramic shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
15. Force Majeure. The Relationship Panoramic shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Relationship Panoramic including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Customer shall be entitled to give notice in writing to Relationship Panoramic to terminate this Agreement.
16. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Relationship Panoramic, other than in accordance with Section 7 and Customer’s right to transfer the Access Code to a third-party. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
18. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
19. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
20. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Los Angeles and County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
21. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
22. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
23. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.
24. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.