This Subscription Agreement (the “Agreement”) is between Professionally Integrated Care (“PIC”) and you, together the “Parties”. In consideration of the mutual covenants and agreements herein contained, we agree as follows:
1. PIC will (a) provide access to the materials and services as set forth at https://professionallyintegrated.com/signup/ (“Terms Page”) in accordance with your choice of membership level (“Materials”), (b) provide you with one username and password (“Credentials”) for your access to the Materials, and (c) if you select Premium Membership, bill your credit card monthly for the membership fee set forth on the Terms Page from the date of this Agreement until termination as described below.
2. You (a) “opt in” to receive email, faxes and other forms of electronic communication from PIC, (b) have access to Materials only during the term of this Agreement, (c) acknowledge that all Materials are owned exclusively by PIC as further described herein, (d) will protect the secrecy of your Credentials, and (e) will not post Materials on your website or otherwise share Materials with third parties. If you are an organization, you will allow no more than three people within the organization to use the Credentials. Such people must be at the same physical location. You must purchase additional memberships for any other physical location if your organization has multiple physical locations.
3. 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. You may 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. You will be liable to PIC for any unauthorized disclosure of Materials, including disclosure resulting from your failure to protect your 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.
4. To the maximum extent permitted by law, PIC’s liability will be limited to the monthly membership fee paid by you during the most recent month that you paid such fee. This limitation will 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.
5. You will 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 you for breach of this Agreement.
6. You acknowledge that PIC does not provide legal advice or medical advice. The Materials are for educational purposes only. It is your responsibility to seek independent legal counsel regarding your business activities, and you are solely responsible for the diagnosis, prognosis and treatment of your patients. Any litigation arising from this Agreement must be brought and maintained in Boulder, Colorado, which will have exclusive jurisdiction. If any terms of this Agreement are ruled as void by a court of law, the remaining terms will 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 your sole responsibility to review any revised version of this Agreement.
7. Either Party may terminate this Agreement at any time for any reason. If you wish to terminate, you must cancel through the website www.professionallyintegrated.com, the same way the you joined. Termination will be effective on the date that notice is given, but PIC will have no obligation to give you a pro rata refund for any amounts already billed by PIC. If PIC continues to bill you erroneously following termination of this Agreement, you must inform PIC promptly. If you fail to timely notify PIC of continued or over-billing regardless of when the termination notice was received and confirmed, PIC’s maximum liability will be a refund amount equal to six months’ membership fees. You must update PIC of any change in your credit card information. You 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.
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