This Subscription Agreement (the “Agreement”) is between Professionally Integrated Care (“PIC”) and Member (“Member”), together the “Parties”. In consideration of the mutual covenants and agreements herein contained, the Parties agree as follows:
- PIC will (a) provide access to the materials and services as set forth at https://professionallyintegrated.com/signup/ (“Terms Page”) in accordance with Member’s choice of membership level (“Materials”), (b) provide Member with one username and password (“Credentials”) for Member’s access to the Materials, and (c) if Member selects Premium Membership, bill Member’s credit card monthly for the fee set forth on the Terms Page from the date of this Agreement until termination as described below.
- Member (a) “opts in” to receive email, faxes and other forms of electronic communication from PIC, (b) has access to Materials only during the term of this Agreement, (c) acknowledges that all Materials are owned exclusively by PIC as further described herein, (d) will protect the secrecy of its Credentials, and (e) will not post Materials on Member’s website or otherwise share Materials with third parties. If Member is an organization, Member will allow no more than three people within its organization to use the Credentials. Such people must be at the same physical location. Member must purchase additional memberships for any other physical location if Member’s organization has multiple physical locations.
- All Materials are the exclusive property of PIC, which takes diligent measures to protect its proprietary interest and prosecutes violators to the fullest extent of the law. Member shall not share, publish or otherwise disclose to third parties any Materials, directly or indirectly, or use, copy or discuss with third parties any Materials or PIC intellectual property at any time without prior written consent by PIC. Member will be liable to PIC for any unauthorized disclosure of Materials, including disclosure resulting from Member’s failure to protect its Credentials. The Materials are unique and valuable and unauthorized disclosure of the Materials would destroy or diminish the value of such information. Damages resulting from the unauthorized disclosure of the Materials Content may be impossible to calculate; therefore, PIC shall be entitled to injunctive relief preventing the disclosure of any Materials. Such injunctive relief is in addition to any other remedies available, whether at law or in equity. PIC will be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief, whether in collections, litigation or other dispute resolution procedures.
- To the maximum extent permitted by law, Member agrees that PIC’s liability will be limited to the monthly fee paid by Member during the most recent month that Member paid such fee. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. Under no circumstances will Katz Chiropractic or any provider with Katz Chiropractic have any liability under this Agreement.
- Member shall indemnify and hold harmless PIC, its agents, employees and principals from (a) any issues, claims, matters or disputes of any nature brought by a third party against PIC arising from the terms of this Agreement and (b) any actions brought by PIC against Member for breach of this Agreement.
- Member acknowledges that PIC does not provide legal advice or medical advice. The Materials are for educational purposes only. It is the responsibility of Member to seek independent legal counsel regarding Member’s business activities, and Member is solely responsible for the diagnosis, prognosis and treatment of its patients. Any litigation arising from this Agreement shall be brought and maintained in Boulder, Colorado, which shall have exclusive jurisdiction. If any terms of this Agreement are ruled as void by a court of law, the remaining terms shall remain in full force and effect. This Agreement may be updated and revised from time to time by PIC by publishing the revised Agreement on the Terms Page. It is the sole responsibility of Member to review any revised version of this Agreement.
- Either Party may terminate this Agreement at any time for any reason. Member must cancel through the website www.professionallyintegrated.com, the same way the member joined. Termination will be effective on the date that notice is given, but PIC will have no obligation to give Member a pro rate refund for any amounts already billed by PIC. If PIC continues to bill Member erroneously following termination of this Agreement, Member must inform PIC promptly. A maximum of 6 months of fees will be refunded should Member fail to timely notify PIC of continued or over-billing regardless of when the termination notice was received and confirmed. Member is solely responsible for updating PIC of any change in Member’s credit card information. Member may not use any Materials after this Agreement is terminated. If PIC is unable to collect the monthly fee via credit card for any reason, this Agreement will terminate immediately.