Go2Practice (Go2Practice.com & Go2Practice.com/business)
Effective January 1, 2019
Welcome to Go2Practice! Go2Practice (“Practice” or “we”) allows you to find and book (the “Services”) openings with many kinds of fitness and personal wellness facilities in your area. These include gym access, scheduled workout classes and other activities (“Workouts”) with fitness facilities, studios, gyms, boutiques and many other parties who work with Practice to make their facilities and workouts available to Practice members (“Facilities”). You take advantage of these Services through the use of Practice’s mobile enabled website, www.Go2Practice.com and the content and products made available thereon (collectively and individually, the “Site”).
a) Acceptance of Terms. By accessing and/or using the Site, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Site.
b) Amendment of Terms. Practice may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms. Your continued access to or use of the Site after such posting constitutes your consent to be bound by the Terms, as amended.
c) Additional Terms. In addition to these Terms, when using particular plans, offers, products, services or features, you will also be subject to any additional posted guidelines, or rules applicable to such plan, offer, product, service or feature, which may be posted and modified from time to time. All such additional terms are hereby incorporated by reference into the Terms, provided that in the event of any conflict between such additional terms and the Terms, the Terms shall control.
2. Go2Practice Platform.
a) Go2Practice Platform. Go2Practice is a free service. It does not independently offer or control any classes; rather, it serves as a connection between you and the Facilities. Once you book a Workout, your ongoing relationship is between you and the Facility. Facilities agree to work with Go2Practice on payment terms which allows Go2Practice to offer the Services to you free of charge.
b) Offered Workouts. Go2Practice reserves the right to change the Facilities and Workouts that are available on the Site, and we don’t make any representations or warranties regarding the accuracy or content of the Site with respect to the Workouts or Facilities, which may change in type, quantity, and availability. We reserve the right to modify or terminate any or all of our offerings at any time.
c) Promotional Offers. We may offer special promotions with differing conditions and limitations. We reserve the right to modify, terminate or otherwise amend our offered promotions.
d) Use of Practice. Facilities that you book through Go2Practice will have their own policies as to the transferability of your bookings. As a general rule, there are no transfers allowed by Go2Practice. You agree to handle all questions regarding transferability directly with the Venues.
e) Cancellations and Refunds. You will book Workouts through the use of the Services. Therefore, payment is made through the Site, and you authorize any charges to any credit card or other payment method (“Payment Method”) that you use with the Site. There are no cancellation and refunds offered from Go2Practice.
f) Price Changes. Venues reserve the right to adjust pricing at any time before you book a Class.
g) Payment Methods. You may edit your payment method information by logging into your account and editing it under “My Account” and then “Settings”. If a payment is not successfully settled, you nonetheless will remain responsible for any uncollected amounts. If we cannot charge your Payment Method, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.
3. Other Fees.
a) Fees Charged by Venues. In addition to fees we charge, some of the Facilities may also charge equipment, sales tax or other amenity fees that you will be responsible for directly. For example, some Facilities might charge extra to rent some of the equipment you need for a Workout. Further, Practice only gives you access to the Workout for which you signed up on the Site (and at the specified time and location based on the Facilities details). The Facilities may have additional fees for use of additional Workouts or amenities.
b) Third Party Fees for Using Practice. You are also responsible for all third party charges and fees associated with connecting and using the Site, including fees such as internet service provider fees, telephone and computer equipment charges, sales tax and any other fees necessary to access the Site.
4. Termination or Modification by Go2Practice.
Go2Practice reserves the right to modify or terminate your membership and/or user account if you breach any of these Terms. These remedies are in addition to any other remedies Practice may have at law or in equity.
5. Eligibility; Registration Information and Password; Site Access.
a) Eligibility Criteria. You must be 18 years of age or older to use the Site or access the Services.
b) Subscribing Organizations. If you are using or opening an account on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
c) Account Information. You agree that the information you provide to Go2Practice at registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account.
7. Prohibited Uses.
As a condition of your use of the Site, you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site, or any part of the Site, other accounts, computer systems or networks connected to the Site, or any part of them, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Site.
Practice reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
8. Ownership; Proprietary Rights.
a) If you provide Go2Practice with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback”), Go2Practice shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant Go2Practice a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
b) The Site is owned and operated by Go2Practice, Inc. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Site provided by Go2Practice (“Materials”) are protected by the copyright, trade dress, patent, and trademark laws of the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Site are the copyrighted property of Go2Practice or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Go2Practice or its affiliates and/or third-party licensors. Except as expressly authorized by Go2Practice, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
Except as explicitly stated otherwise, legal notices will be served, with respect to Go2Practice, on Go2Practices’ national registered agent, and, with respect to you, to the email address you provide to Go2Practice during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.
10. Electronic Signatures and Agreements.
You acknowledge and agree that by clicking on the button labeled “CONFIRM PURCHASE,” “SUBMIT”, “DOWNLOAD”, “PLACE MY ORDER”, “I ACCEPT” or such similar links as may be designated by Go2Practice to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract.
11. Disclaimers; No Warranties.
WORKOUTS, FACILITY ACCESS, CLASSES, ACTIVITIES, AND OTHER NON-GO2PRACTICE PRODUCTS AND SERVICES OFFERED VIA THE SITE ARE OFFERED AND PROVIDED BY THIRD PARTIES (AND THE DESCRIPTIONS OF THE FOREGOING POSTED ON THE SITE ARE PROVIDED BY SUCH THIRD PARTIES), NOT GO2PRACTICE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOUR ATTENDANCE AT AND PARTICIPATION IN THESE WORKOUTS, FACILITY ACCESS, CLASSES, ACTIVITIES, AND YOUR USE OF THESE NON-GO2PRACTICE PRODUCTS AND SERVICES IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL PRACTICE BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH A USER’S ATTENDANCE, USE OF OR PARTICIPATION IN A WORKOUT, FACILITY ACCESS, CLASS, SERVICE, PRODUCT OR APPOINTMENT MADE THROUGH THE SITE, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY PROVIDER IN CONNECTION WITH THE SERVICES. GO2PRACTICE IS NOT AN AGENT OF ANY THIRD PARTY PROVIDER.
THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE APP ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GO2PRACTICE, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WITHOUT LIMITING THE FOREGOING, PRACTICE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE APP IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12. Waiver and Release.
You understand that Go2Practice is not a gym or fitness studio or other service provider and the workouts, facility access, and classes you take or services you use are operated and delivered by the applicable Facility and not by Go2Practice. Although Go2Practice endeavors to offer information and inventory that is of high quality, Go2Practice is not responsible for the quality of any workout, class or service. You understand that there are certain inherent risks and dangers in exercising and that the classes you may attend offer a range of activity and intensity level. By signing up for a Go2Practice account/membership, you acknowledge and agree, on behalf of yourself, your heirs, personal representatives and/or assigns that you are aware of these risks which include, but are not limited to, property damage, illness and bodily injury or death. You acknowledge that some of these risks cannot be eliminated and you specifically assume the risk of injury or harm. You acknowledge and agree that it is your responsibility to consult with your primary care physician prior to participating and to determine if and how participating in any workout, class or service is appropriate for you. You also understand and agree that the Site offers health and fitness information that is designed for informational, educational and entertainment purposes only. The use of any of the information provided on the Site is solely at your own risk.
Therefore, to the fullest extent permitted by law, you release, indemnify, and hold harmless Go2Practice, its parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities arising out of or in any way related to your participation in or use of your Go2Practice account/membership or the Site, including with respect to bodily injury, physical harm, illness, death or property damage.
13. Indemnification; Hold Harmless.
You agree to indemnify and hold Go2Practice, its affiliated companies, and its suppliers and partners harmless from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of your misuse of the Site, violation of these Terms, violation of the rights of any other person or entity, or any breach of your representations, warranties, and covenants set forth in these Terms.
14. Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES WILL PRACTICE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF GO2PRACTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, PRACTICE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
GO2PRACTICES’ LIABILITY TO YOU IS LIMITED TO $100 OR THE AMOUNTS, IF ANY, PAID BY YOU TO PRACTICE UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, WHICHEVER IS MORE. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER PRACTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. Venue Waivers and Terms.
Go2Practice members utilizing workouts, classes or attending a gym are deemed to agree to the liability waivers of individual Facilities. Your participation in any workout, class or service may be subject to addition policies, rules or conditions of the applicable Facility and you understand and agree that you may not be permitted to reserve or attend classes or services if you do not comply with these Terms or the policies of the Facility. If you have questions about a Facilities waiver or other terms, please see the applicable Facility’s website or contact the Facility directly.
a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of Delaware, without regard to conflict of law provisions.
b) Assignment. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees.
c) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
d) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
e) Entire Agreement. These Terms and any applicable Additional Terms, as each may be amended as set forth herein, are the entire agreement between you and Practice relating to the subject matter herein.
f) Claims; Statute of Limitations. YOU AND GO2PRACTICE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
g) Disclosures. The services hereunder are offered by Go2Practice, Inc., with offices in New York, NY. If you wish to request this same information emailed to you by sending a letter to the contact us email address found on the site homepage with your email address and a request for this information.
h) Waiver. No waiver of any of these Terms by Go2Practice is binding unless authorized in writing by an executive officer of Go2Practice. In the event that Go2Practice waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Go2Practice to enforce the same at a later time.
i) Force Majeure. Practice will not be liable for, or be considered to be in breach of or default under the Terms on account of, any delay or failure to perform as required by the Terms as a result of any cause or condition beyond Go2Practice’s reasonable control.
Thank you for choosing Go2Practice for business. When you use our products and services you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations.
Go2Practice provides online business marketplace services designed specifically for businesses in the wellness industry (“Software Service”). These Terms of Service (“Agreement”) apply to any use of and access to our Software Service and Website (collectively, “Services”) by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.
This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by submitting your companies information online or including through an Order Form, or (b) the date you (or an Affiliate) first access or use the Services.
1. General Terms. When you use our Services, you are entering into a legal agreement and you agree to all of these terms.
• Agreement. This Agreement is a binding legal agreement between you and Go2Practice, Inc (referenced also as "Practice"). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and Go2Practice are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
• Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to our Website, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by emailing Support@Go2Practice.com. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement that’s posted on our Website. The legend at the top of the Agreement indicates when it was last changed.
• Access and Service Levels. Go2Practice will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement. We may temporarily suspend your access for things like scheduled maintenance, or if a natural disaster occurs. We may also change or discontinue particular features or functions of our Services at any time.
• Changes to Services. Notwithstanding Section 2.1, in addition to our rights set forth in Section 8.4, we reserve the right to suspend any Services (a) during planned downtime, (b) in connection with a Force Majeure event (as described in Section 14.9), or (c) if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services.
We aren’t responsible for any third party products that are integrated with or used in connection with the Services.
• Third Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply Go2Practice's endorsement of or affiliation with the provider. Go2Practice does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. GO2PRACTICE has no obligation to monitor or maintain Third Party Offerings, and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting GO2PRACTICE to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY OFFERINGS).
• Marketing Services. When you subscribe to our Service, your business will be listed on Go2Practice’s online marketing platform, which allows consumers to locate GO2PRACTICE subscribers and evaluate, review and book their services, directly through the Go2Practice site and through our partner applications. Go2Practice reserves the right to charge fees for Marketing Services in accordance with the Marketing Services Terms. If you enroll in Marketing Services, you agree to pay all applicable fees for Marketing Services. In the event of any conflict between this Agreement and the Marketing Services Terms, the Marketing Services Terms will apply.
We are not responsible for any damages resulting from your use of any trial or beta services.
• Trial and Beta Services. Go2Practice may in its sole discretion offer trial services or beta services from time to time at no charge. Any trial or beta services are provided “AS IS” with no warranties of any kind. Go2Practice may discontinue any trial or beta services at any time, with or without notice and without any further obligations to you. Go2Practice will have no liability for any harm or damages suffered by you or any third party in connection with any trial or beta services.
3. Your Responsibilities. You are responsible for making sure that your Affiliates and End Users comply with the terms of this agreement and applicable laws.
• Liability for Affiliates and End Users. You are responsible for all activity occurring under your account. You will ensure that your Affiliates and End Users comply with all of the provisions of this Agreement and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use by Affiliates and End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you.
These are things you promise to do in connection with using the Services.
• Data; Unauthorized Access; Maintaining Networks. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Services, and notify Go2Practice promptly of any unauthorized access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.
These are things you promise not to do in connection with using the Services.
• Restrictions on Use. You and your Affiliates will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content; or (ix) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding subsection (ix) above, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of any Website, Go2Practice grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Go2Practice reserves the right to revoke these permissions at any time and without notice.
You are liable if any Cardholder Data is mishandled under your account.
• Cardholder Data. You are solely responsible for any liability resulting from your or any Affiliate’s handling of Cardholder Data. You agree that you and Affiliates will comply with PCI DSS anytime the Services are used to process credit cards.
You will ensure all user names and passwords are kept confidential.
• User Names and Passwords. Go2Practice may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of Go2Practice. You, and not Go2Practice, are responsible for any use or misuse of user names or passwords associated with your account.
4. Fees and Payment.
• Software Services Fees. Fees for the subscribed services (“Subscription Fees”) are set forth on our website and may be updated by Go2Practice from time to time, or as otherwise stated on an Order Form. This describes our fees and your payment obligations. All fees are non-refundable and must be paid in advance.
• Payment Terms. You agree to pay Go2Practice the annual subscription fees and any other applicable fees stated on an Order Form or otherwise specified in this Agreement. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide Go2Practice with valid and updated credit card information or another form of payment acceptable to Go2Practice. If you provide credit card information, you represent that you are authorized to use the card and you authorize Go2Practice to charge the card for all payments hereunder. By submitting payment information, you authorize Go2Practice to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Go2Practice for purposes of acknowledging or completing any payment.
• Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at 1.5% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by Go2Practice within thirty (30) days after the applicable due date will be deemed a material default under this Agreement, and Go2Practice will be entitled to either suspend the Services or terminate the Agreement.
• Changes in Fees. Upon notice to you, Go2Practice may increase any fees specified in an Order Form, provided the increase will not become effective until the expiration of the current Subscription Term. Pr may acticeany fees that are not specified in an Order Form at any time, with or without notice to you.
• Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Go2Practice within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Go2Practice within such thirty (30) day period, the payment will be deemed final.
• Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for inserting any applicable tax rate into your club listing page on Go2Practice and for paying all Taxes associated with purchases and transactions under this Agreement. If Go2Practice is legally required to pay or collect any Taxes on your behalf, Go2Practice will invoice you and you will pay the invoiced amount. For clarity, Go2Practice will be solely responsible for taxes assessed on Practice based on its income.
5. Intellectual Property Rights.
• Go2Practice Intellectual Property. Go2Practice owns all right, title and interest in and to the Services, the Go2Practice Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, Go2Practice reserves all rights, title and interest in and to the Services, the Go2Practice Data and Aggregated Data, including, without limitation, all related intellectual property rights. Go2Practice’s service marks, logos and product and service names, including, without limitation, Practice, the logo are owned by Go2Practice. You agree not to display or use any Go2Practice Marks in any manner without express prior written permission. Any trademarks, service marks and logos associated with a Third Party Offering may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks. You are only allowed to use the Services in accordance with this agreement and for internal business purposes.
• License Grant to You. Subject to the terms and conditions of this Agreement, Go2Practice hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services set forth in an Order Form, during the Subscription Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and End Users as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by Practice in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.
You grant us a license to use your feedback, trademarks and logos in connection with providing the Services and for general marketing purposes.
• License Grant to Go2Practice. You hereby grant to Go2Practice and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license (a) to modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or Go2Practice’s business; and (b) to use your business name(s), trademarks, service marks or logos (collectively, “Your Marks”) in connection with providing the Services and for marketing and promotional purposes in connection with Go2Practice’s business. Go2Practice agrees that any use by Go2Practice of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to Go2Practice herein, all right, title and interest in and to Your Marks are expressly reserved by you.
6. Data Ownership and Use. You own all data you provide to us, but you also grant us a license to use it for certain purposes, for example, to improve our products or to provide you with complementary products of our partners.
• Your Data. As between you and Go2Practice, you own all right, title and interest in Your Data. You hereby grant to Go2Practice a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing Go2Practice’s products and services and/or complementary products and services of our partners. You represent and warrant to GO2PRACTICE that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
• Go2Practice Data. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by Go2Practice independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information Go2Practice obtains about End Users through the Go2Practice site (whether the same as Your Data or otherwise), will be solely owned by Go2Practice (collectively, “Go2Practice Data”).
We will own all Aggregated Data.
• Aggregated Data. Go2Practice will own all Aggregated Data. You agree that nothing in this Agreement will prohibit Go2Practice from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users.
• HIPAA. HIPAA imposes rules to protect certain personal health information or “PHI” as that term is defined under HIPAA. If you or any Affiliate is subject to HIPAA, prior to accessing or using the Services you must notify Go2Practice. You are solely responsible for determining whether you or any Affiliates are subject to HIPAA.
• Protection and Security. During the Subscription Term, Go2Practice will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data. We will notify one another if either of us becomes aware that Your Data has been compromised.
• Unauthorized Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
We are not responsible for resolving or intervening in any dispute over Your Data.
• Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that Go2Practice has no obligation whatsoever to resolve or intervene in such disputes.
7. Confidential Information.
• A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 7 will restrict Go2Practice with respect to Go2Practice Data or Aggregated Data.
8. Term, Termination and Suspension.
• Term. Unless otherwise specified in an Order Form, the term of this Agreement will be a yearly term (“Subscription Term”). The Subscription Term commences on the Effective Date and will automatically renew on a yearly basis until either Party terminates in accordance with this Agreement. Either Party may terminate the Agreement at any time, for any reason or no reason, by providing notice to the other Party at least thirty (30) days before the end of the relevant Subscription Term. Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.
We have the right to end the Agreement immediately if you breach it.
• Termination for Cause. Go2Practice may terminate this Agreement, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination, in addition to other amounts you may owe Go2Practice, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to Go2Practice for the period prior to the effective date of termination.
This describes what will occur and the rights that apply when the Agreement is terminated.
• Rights on Termination or Expiration. Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, Go2Practice will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.
Upon request by you within thirty (30) days following termination of this Agreement, and provided that you have paid Go2Practice all amounts owed under this Agreement, Go2Practice will make Your Data available to you through Go2Practice’s standard web services for a period of up to fourteen (14) days after receipt of such notice. After such fourteen (14) day period, Go2Practice will have no obligation to retain or provide Your Data, except as required by applicable law. If at any time during the Subscription Term you require Go2Practice’s assistance in retrieving Your Data, additional fees may apply.
We have the right to suspend or terminate the Services at any time if we detect harmful or illegal activity under your account.
• Right to Terminate or Suspend Services. We may suspend or terminate the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Go2Practice or any third party, or (b) that we are required to do so by law.
9. Warranties & Disclaimer. You are responsible for keeping your account contacts and other account information up to date, and you must notify us if anything changes.
• Accuracy of Your Account Information. You agree to provide Go2Practice with complete and accurate account information, including your legal company name, street address, e-mail address, and such other contact information as may be requested by Practice. You are responsible for keeping your account information up to date, and you agree to promptly notify Go2Practice in writing if any information changes.
• Warranty of Functionality. Go2Practice warrants to you that during a Subscription Term: (a) the subscribed Software Service will perform materially in accordance with the functionality described in the Documentation applicable to such Software Service; and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that Go2Practice will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If Go2Practice is unable to restore such functionality, you may terminate the Agreement by providing written notice to Go2Practice, and you will be entitled to receive a pro-rata refund of any pre-paid fees. Go2Practice will have no obligation with respect to a warranty claim by you in writing no later than thirty (30) days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any trial or beta services.
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
• DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GO2PRACTICE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. PRACTICE DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN SECTION 9.2, THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH PRACTICE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “GO2PRACTICE PARTIES”).
10. Indemnification. If we are sued by another party as a result of something you’ve done, you’ll cover the costs.
• You agree to indemnify, defend, and hold harmless the Go2Practice Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.
11. Limitations and Exclusions of Liability. These are the limits of legal liability we may have to you.
• GO2PRACTICE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY PRACTICE. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PRACTICE PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH PRACTICE AND THE PRACTICE PARTIES.
IN NO EVENT WILL ANY PRACTICE PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF PRACTICE, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. Export Controls. You promise to comply with any applicable export control laws and that you are not subject to any U.S. trade restrictions or sanctions.
• You will comply with all applicable export laws and restrictions and regulations of the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and you will not use the Services to export, or allow any export or re-export in violation of any such restrictions, laws or regulations. You represent and warrant to Go2Practice that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws. If you reside outside the United States, then in addition to complying with the foregoing, you will comply with any relevant export control laws in your local jurisdiction.
13. Intellectual Property Policy. Any information and data submitted to the Services must not violate the intellectual property rights of third parties.
• Go2Practice respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are properly submitted. Any data or information submitted to the Services is subject to our Intellectual Property Policy.
14. Miscellaneous. Delaware law applies to this Agreement.
• Governing Law. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of Delaware without regard to conflicts of laws principles. The U.N. Convention on the International Sale of Goods will not apply.
In the unlikely event we end up in a legal dispute, you agree we will first attempt to resolve it through this informal process.
• Mandatory Informal Dispute Resolution. If you have any dispute with Go2Practice arising out of or relating to this Agreement, you agree to notify Go2Practice in writing with a brief, written description of the dispute and your contact information, and Go2Practice will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
If we can’t resolve a dispute after following the process above, then we must resolve through arbitration and not in court.
• Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND GO2PRACTICE, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND PRACTICE AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
• Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and Go2Practice with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between Go2Practice, on the one hand, and you or any Affiliate, on the other hand.
• Waiver and Severability. No waiver of any provision of this Agreement by Go2Practice will be effective unless in writing and signed by Go2Practice. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
• Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without Go2Practice’s prior written consent. Go2Practice may assign, transfer or sublicense any or all of Go2Practice’s rights or obligations under this Agreement without restriction.
This explains how we can send each other notices in connection with this Agreement.
• Notices. Any notices provided by Go2Practice under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from GO2PRACTICE through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Practice under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to Go2Practice, Inc., Attn: PRACTICE LEGAL, 200 East 15th Street, New York, NY 10003, with a copy sent via email to contact@Go2Practice.com.
We are not liable for things that are out of our control like natural disasters.
• Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Go2Practice’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
• Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
• Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Practice.
For the purposes of this Agreement, inquire direction for definition of any terms (firstname.lastname@example.org)
Effective January 1, 2019
3. Use of Personal Information: We never sell, rent, lease, or make available your Personal Information for use by any third party. However, we may internally use your Personal Information to improve the Site, to improve your experience as you use the Site and the Services, to customize and communicate informational offerings and promotions to you, to process your payments, and to make the Services more helpful or useful to other users. We may use the services of a third party to perform these functions.
4. Registration through Third Parties: In certain cases, you may register with the Site through social networking or other third-party sites. In that event, you should be aware that the Personal Information you provide to the third-party site may be integrated into our systems to identify you and help us create an account for you. We use and protect this Personal Information in the same manner that we use and protect other Personal Information.
6. Cooperation with Authorities, Consent to United States Processing: Practice strives to comply with all applicable laws and regulations. This may require cooperation with governmental authorities with respect to information we receive from you. If we believe it is necessary, in our sole discretion, to disclose information about you to law enforcement officials or in connection with a court proceeding, you hereby consent to such disclosure. In addition, if we believe a disclosure of such information is necessary to protect our property and rights, to protect public safety, or to prevent potentially illegal or unethical conduct, we may disclose certain information, and you consent to such disclosure. If you reside outside the United States, your local laws may afford a higher degree of protection to your Personal Information than provided under United States law. Your use of the Site or Practice Services constitutes your consent to have your Personal Information transferred to, collected by, and processed by servers in the United States.
7. Assignment of Rights to Information: In the event of the sale, acquisition, or merger of Company or of all or substantially all of its assets, and in the event of any other change of control of Company, your Personal Information, Received Materials, and Uploaded Materials, in addition to all other information possessed by Company may be transferred, sold, or shared in connection with such transaction.
9. Deleting Your Information: If you have registered with us, you may suspend or remove the Personal Information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your Personal Information as we believe may be required by law or for legitimate business purposes.
10. Safeguarding Your Information. Practice values very highly the security of your Personal Information. We have implemented reasonable security measures to ensure that security. While no system can be guaranteed to be 100% secure all the time, we strive to use the best practices used in the community to protect your Personal information. We will make any disclosures that are required by the law in the event we discover any breach of the security of your Personal information, including notifying you via e-mail or conspicuous posting on the Site without unreasonable delay.