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1. ACCEPTANCE OF THE TERMS OF SERVICE
Agreement. These Terms of Use are an agreement between You and PracticeWell, Inc., a California benefit corporation, and its affiliate (collectively, "PracticeWell", "Company", "we", or "us"). The following terms and conditions, together with any document they expressly incorporate (collectively, the "Terms of Service"), govern your access to and use of the Website (as defined below). Please read the Terms of Service carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Service, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy incorporated herein by reference. If you do not agree with these Terms of Service or the Privacy Policy, you must not access or use the Website. If you wish to enroll as a Member (defined below) without using the Website, please email us at membership@practicewell.com or call our customer service line, (415) 963-4444.
Eligibility. This Website, including any content, functionality, and services offered on or through practicewell.org
Purpose. To achieve the community goal of healthy practices and healthy patients, PracticeWell provides this Website to offer group purchasing programs and services ("Services") to physician practices and other healthcare providers who become PracticeWell members ("Members"). Our Services are intended to help our Members save on medical supplies, office supplies, and other specialized services through our group purchasing programs. PracticeWell also provides enrollment services to support our related vaccine group purchasing program, provided by our affiliate, PracticeWell PRO, Inc., doing business as PracticeWell PBG.
2. CHANGES TO THE TERMS OF SERVICE
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.
Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page frequently so you will be aware of any changes, as they are binding on you.
3. ACCESSING THE WEBSITE AND ACCOUNT SECURITY.
Modification of Website. We reserve the right to withdraw or amend this Website or any service or any material we provide on the Website, in our sole discretion without notice. We will not be liable to you if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including users who register on the site.
You are responsible for:
Accuracy of Your Information. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy
Confidentiality of Login Information. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security, as required in Section 26 "Notices". You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
4. INTELLECTUAL PROPERTY RIGHTS
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Service permit you to use the Website for legitimate business purposes, namely enrolling in various group purchasing offers for physician offices and other healthcare providers, and Company's vendors and corporate partners providing services to support the Website Services (the "limited business purpose"). You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
You must not:
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Service, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
5. TRADEMARKS
The Company name and its affiliates' names PRACTICEWELLTM, PRACTICEWELL PROTM, and PRACTICEWELL PBGTM, Company logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
6. PROHIBITED USE.
You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:
Additionally, you agree not to:
7. USER CONTRIBUTIONS AND FEEDBACK
User Contributions. The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
All User Contributions must comply with the provisions of these Terms of Service.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our corporate partners and service providers, and each of their and our respective licensees, successors, and assigns an irrevocable right and non-exclusive, royalty-free, perpetual, worldwide and fully sub-licensable license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties in and to any such material for any purpose/according to your account settings. You agree that we may condense, summarize, rearrange, or extract User Contributions in our sole discretion.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Feedback. If you provide us with Materials such as comments, bug reports, feedback or modifications proposed by you to us, about the Website, or the services provided through the Website (collectively, “Feedback”), then in addition to the license granted in you User Contributions, Company will have the right to use such Feedback at our discretion, including but not limited to incorporating such Feedback into the Website and the right to assign, license or otherwise use such Feedback. You hereby give Company a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Materials.
8. MONITORING AND ENFORCEMENT; TERMINATION
We have the right to:
9. COPYRIGHT INFRINGEMENT
If you believe that any User Contributions violate your copyright, please see our Copyright Policy, below, for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
10. RELIANCE ON INFORMATION POSTED
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, vendors, corporate partners, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
11. CHANGES TO THE WEBSITE
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
12. FORWARD LOOKING STATEMENTS
The Company Website may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen. We wish to caution you that these statements are only predictions and those actual events or results may differ materially. Company assumes no obligation, and does not intend to update these forward-looking statements.
13. DISCLOSURE UNDER LAW
Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, in our sole discretion.
14. ONLINE PURCHASE ORDERS AND OTHER TERMS AND CONDITIONS
If PracticeWell offers an online store, any purchase orders made through the Website or other transactions through the Website related to our group purchasing programs will be governed by the then current Terms of Sale which shall be incorporated into these Terms of Service.
Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
15. LINKING TO THE WEBSITE AND SOCIAL MEDIA FEATURES
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the provisions of these Terms of Service.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
16. LINKS FROM THE WEBSITE
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
17. GEOGRAPHIC RESTRICTIONS
The owner of the Website is based in the state of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
18. DISCLAIMER OF WARRANTIES
You acknowledge and agree that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. IN NO EVENT SHALL WE WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. LIMITATION ON LIABILITY
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. COPYRIGHT POLICY
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
21. DESIGNATED DMCA COPYRIGHT AGENT Our designated copyright agent to receive DMCA Notices is:
Agent Name: PracticeWell Copyright Agent
Tel:(415) 963-4444
Email: copyright@practicewell.org
Postal Address:
PracticeWell Copyright Agent
PracticeWell, Inc.
37 Commercial Blvd., Suite 101
Novato, CA 94949.
ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE.
22. INDEMNIFICATION
You will indemnify, defend (or settle) and hold harmless Company, its affiliates, board members, officers, employees, and agents ("Company Entities") from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorney's fees and all other costs, fees, and expenses (collectively, “Claims”) against any of Company Entities arising out of or in connection with (i) your conduct, provision of content or use of the Company Website, or such actions by any third party through you, (ii) your violation of the rights of another person or party, (iii) any Materials provided or made available by you, and (iv) any breach or violation by you of your obligations under these Terms of Service, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of Company, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, Company Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to Organization Entities pursuant to this section.
23. ARBITRATION
At Company's sole discretion, it may require you to submit any disputes arising from the use of these Terms of Service or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Commercial Rules of Arbitration of the American Arbitration Association applying California law.
24. CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL
These Terms of Service are governed by the laws of the United States of America and the State of California, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of courts in Marin County, CA in all disputes arising out of or relating to the use of Company Website or under these Terms of Service; provided, however, that in the event Company is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by Company hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by Company therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of Company Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Service, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, Company and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with these Terms of Service, your or Company’s rights and obligations under these Terms of Service, Company Website, use of Company Website, and/or the services and/or products that may be provided by or through or in connection with Company Website.
25. WAIVER AND SEVERABILITY
No waiver of by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
26. MISCELLANEOUS
Entire Agreement. The Terms of Service, Privacy Policy, and Terms of Sale (if applicable) constitute the sole and entire agreement between you and PracticeWell regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
No Joint Venture. You agree that no joint venture, partnership, employment or agency relationship exists between you and Company as a result of these Terms of Service or your use of Company Website.
Headings. Section headings and other captions in these Terms of Service are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms of Service.
Survival. The provisions of the following sections shall survive any termination or expiration of these Terms of Service: Disclosure Under Law, Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Arbitration, Choice of Law, Jurisdiction and Venue, Waiver of Jury Trial, and Miscellaneous.
No Waiver. The failure of Company to enforce any provision of these Terms of Service will not be construed as a waiver or limitation of Company’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms of Service.
Assignment. No assignment, delegation or other conveyance of these Terms of Service may be made by you (by operation of law or otherwise) without the prior written consent of Company, to be given in its sole discretion. Company may assign its rights and obligations hereunder to any other party.
Statute of Limitations. Any cause of action you may have with respect to your use of Company Website must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation, rule, or other authority.
Agreement Binding. In the event that any provision of these Terms of Service is deemed to be unenforceable, said provision will be interpreted to reflect the original intent of the parties in accordance with applicable law, and the remainder of these Terms of Service will continue in full force and effect.
Notices. Notices to Company under these Terms of Service shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to Company, with such notices being effective as of the date of actual, confirmed receipt by Company. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you during the registration process, and are deemed effective upon the earlier of being confirmed received or one day after having been sent.
27. YOUR COMMENTS AND CONCERNS
This Website is operated by PracticeWell, Inc., 37 Commercial Blvd., Suite 101, Novato, CA 94949.All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: membership@practicewell.org.