THERAPYNOTES TERMS OF SERVICE
<p>
Last Updated: December 14, 2022
</p>
<p>
These Terms of Service (“Terms”) by TherapyNotes, LLC (“TherapyNotes,” “we,” or “us”), apply to your
use of the TherapyNotes.com and TherapyPortal.com websites, and any subdomains (the (“Site”) and any
related applications, online services and mobile applications provided by TherapyNotes
(collectively, the “Services”).
These Terms together with our
Privacy Policy
(collectively, this “Agreement”) govern your use of the Services.
</p>
<p>
The Agreement applies to any registered or a non-registered patient or other non-Provider user of
the Services (“User”), including a doctor, therapist, other healthcare specialist, professional or
provider, or other professional using the Services in connection with a healthcare-related practice
or other organization (“Provider”).
</p>
<p>
PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY, AS THEY INCLUDE IMPORTANT INFORMATION ABOUT
YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE
BOUND BY THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.
</p>
<p>
PLEASE SEE SECTIONS 9 AND 10 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR
WEBSITES, SERVICES, TERMS OF SERVICE OR
PRIVACY POLICY.
</p>
<p>
PLEASE NOTE THE ARBITRATION PROVISION SET FORTH BELOW, WHICH MAY, EXCEPT WHERE AND TO THE EXTENT
PROHIBITED BY LAW, REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST THERAPYNOTES ON AN
INDIVIDUAL BASIS.
ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE,
THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS,
CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
</p>
<ol>
<li>
INTRODUCTION
<ol>
<li>
About The Services
<p>
The Services include User scheduling, reminders, to-do lists, provision of patient
records, telehealth, e-prescribing (covered under a separate Terms of Usage),
outcome measures, and billing information, and related features that can be used by
Users and Providers.
We are not responsible for content, information, guidance, or
other materials that are provided to you through the Services by Providers,
including responses to your questions or healthcare advice by medical professionals.
Such information is provided to Users from a Provider pursuant to a separate
doctor-patient or other relationship directly between those parties.
</p>
</li>
<li>
Modifications
<p>
This Agreement may be revised or updated by TherapyNotes from time to time in its
sole discretion, and the most recent effective date is listed at the top under “Last
Updated”.
Where appropriate, TherapyNotes will provide notice to you as provided
below.
By continuing to access or use the Services after the effective date of any
such change, you agree to be bound by the modified Agreement.
</p>
</li>
</ol>
</li>
<li>
USE OF THE SERVICES AND YOUR ACCOUNT
<ol>
<li>
Permitted Users
<p>
The Site is offered and available only (1) to users who are 18 years of age or older
(or the legal age of majority where you reside if that jurisdiction has an older age
of majority) and, (2) who reside in the United States or its territories.
By using
the Services or registering an Account, you represent that you are at least 18 years
of age, or the legal age of majority where you reside if that jurisdiction has an
older age of majority, you have the legal authority to enter into this Agreement,
and that you reside in the United States or its territories.
If you are the parent,
legal guardian, or duly authorized personal representative of an individual, you may
use the Services on behalf of this individual.
If you are consenting on behalf of an
entity, you represent and warrant that you are duly authorized to act on behalf of
the entity and accept this Agreement on behalf of the entity.
If you do not meet
these requirements, you must not access or use the Site.
</p>
<p>
You further agree that as a condition to accessing the Services, you will submit to
account verification as reasonably required by TherapyNotes or the Provider, and
provide only true and accurate identification documentation to TherapyNotes or the
Provider (or its third-party vendors) to verify your age and other Account-related
information.
It is the sole responsibility of the Provider to verify the identity,
age, and location of all patients and non-patients who utilize the TherapyNotes.com
and/or TherapyPortal.com Services through the Provider.
</p>
<p>
By using the Services, you represent and warrant that you have the right, authority,
and capacity to enter into this Agreement and will abide by all of the terms and
conditions herein.
</p>
</li>
<li>
Establishing an Account and Using the Services
<p>
Portions of the Services are viewable without registering with us, but to actively
use the primary Services or have us process certain personal and health information,
you may be required to register for the Services (an “Account”) and affirmatively
accept the terms of this Agreement, including the PrivacyPolicy
.
</p>
<p>
Only one person may use each Account.
You agree to provide accurate, current, and
complete information about yourself or the individual you represent (as described
above) when using the Services, such as in the registration form and with provided
account management tools to update Account information.
You may be required to
choose an Account name to identify yourself to TherapyNotes in connection with your
Account.
</p>
</li>
<li>
Responsibility for Use of Account
<p>
You are responsible for all activities conducted through your Account.
In the event
that fraud, illegality, or other conduct that violates this Agreement is discovered
or reported (whether by you or someone else) in connection with your Account, we may
suspend or terminate your Account as described in Section 11.
</p>
</li>
<li>
Selection and Use of Account Password
<p>
You are responsible for providing an Account password, maintaining its
confidentiality, and any harm resulting from your disclosure of the password to any
other person.
At no time should you respond to an online request for a password
other than the log-on process for the Services.
</p>
</li>
<li>
Fees and Billing for Providers
<p>
For Providers using the Services: TherapyNotes provides certain aspects of the
Services to you pursuant to fees and other conditions set forth herein or on our
website.
We may, at any time and without notice, add new services for additional
fees and charges or prospectively amend fees and charges for existing services.
You
acknowledge that it is your responsibility to ensure payment in full for all paid
aspects of the Services, and to ensure that your credit or debit cards or other
payment instruments accepted by TherapyNotes continue to be valid and sufficient for
such purposes.
You represent and warrant that you will pay the charges incurred by
you at the posted prices, including any applicable taxes, and if your initial
payment method is dishonored, you are responsible for any and all charges incurred
including any surcharge we may assign due to such dishonored payment.
</p>
</li>
<li>
Modification and Interruption of the Services
<p>
We may add, modify, or eliminate aspect(s), features, or functionality of the
Services from time to time for the purposes of compliance with applicable laws and
regulations, to effect improvements in security and functionality, to correct
errors, or for other commercially-reasonable purposes, or for no reason at all.
TherapyNotes may on occasion need to interrupt the Services with or without prior
notice to protect the integrity or functionality of the Services.
TherapyNotes will
not be liable for any interruption of the Services (whether intentional or not), and
you will not be entitled to any refunds of fees or other compensation for an
interruption of Services.
</p>
</li>
<li>
Telehealth
<p>
Telehealth is included as a component of the Service and gives Providers the ability
to schedule and connect remotely with patients for delivery of care.
TherapyNotes is
only providing the telehealth functionality as a component of the Service and is not
providing medical advice.
It is the responsibility of the Provider (i) to determine
the appropriateness and medical necessity for the telehealth session to address the
patient/client's needs, (ii) to verify the identity, location, and ages of all
patients and other attendees on the telehealth session, (iii) to obtain all consents
and other documentation from its patient(s)/client(s), and (iv) to confirm that the
necessary licenses and qualifications are in place to deliver the telehealth medical
service.
THERAPYNOTES SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY IDENTITY,
LOCATION, OR AGE VERIFICATION, PROFESSIONAL, DIAGNOSTIC OR MEDICAL SERVICES, MEDICAL
OR BEHAVIORAL/MENTAL HEALTH ADVICE, MEDICATION RECOMMENDATIONS OR PRESCRIPTIONS
PROVIDED OR COMMUNICATED THROUGH THE TELEHEALTH SERVICE COMPONENT.
Additionally,
Provider accepts full responsibility for verifying the internet connection and
hardware configuration of the telehealth session.
TherapyNotes accepts no
responsibility or liability for internet connections/outages, hardware issues,
third-party outages or interruptions, or any other interruptions or outages to the
telehealth session.
</p>
</li>
</ol>
</li>
<li>
USER DATA AND INTELLECTUAL PROPERTY RIGHTS
<ol>
<li>
Your Rights and Obligations with Respect to Your User Data
<p>
Any information that you upload or submit to us in connection with the Services or
your Account, including but not limited to Protected Health Information (defined
below), is referred to in this Agreement as “User Data”.
You retain all Intellectual
Property Rights in your User Data, subject to the rights, licenses, and other terms
of this Agreement.
“Intellectual Property Rights” means copyrights, trademarks,
service marks, trade dress, publicity rights, database rights, patent rights, and
other intellectual property rights or proprietary rights recognized by law.
</p>
<p>
You affirm, represent, and warrant that you own or have all necessary Intellectual
Property Rights, licenses, consents, and permissions to use—and authorize
TherapyNotes to use—the User Data you provide in the manner described by this
Agreement.
TherapyNotes takes no responsibility for, and we do not expressly or
implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy,
or reliability of any User Data.
By submitting User Data to the Services, you
represent and warrant that you have all rights, power, and authority necessary to
grant the rights to User Data contained within these Terms.
The burden of
determining that any material is not protected by copyright rests with you.
You
shall be solely liable for any damages, claims, or losses resulting from any
infringement of copyrights, proprietary rights, other intellectual property right,
or any other harm resulting from User Data, and hereby agree to indemnify, defend,
and hold harmless TherapyNotes, its agents, officers, and assigns for any such
actions.
Because you alone are responsible for User Data, you may expose yourself to
liability if you submit data without all necessary rights and consents.
</p>
<p>
You agree that by providing any User Data in connection with the Services or your
Account, you are granting TherapyNotes a non-exclusive, worldwide, royalty-free,
sublicensable, and transferable license to use, reproduce, distribute, prepare
derivative works of, and display the User Data non-publicly and internally to
TherapyNotes for the purposes of providing the Services.
You agree that the license
includes the right to copy, analyze and use any of your User Data as TherapyNotes
may deem necessary or desirable for troubleshooting, debugging, testing, supporting,
enhancing or developing services in connection with the Services and future
improvements to the Services.
The license granted in this section is referred to as
the “Services Data License.” You also acknowledge that the Services Data License
granted to TherapyNotes with respect to your User Data will survive the termination
of your Account to permit TherapyNotes to retain server copies with User Data,
including for back-up, debugging, testing and record retention and legal purposes.
</p>
<p>
If you send us feedback, ideas, suggestions, or other materials in regard to the
Services (other than your User Data), you waive any potential Intellectual Property
Rights and agree that we are free to use it for any purposes whatsoever, including,
without limitation, developing and marketing products and services, without any
liability or payment of any kind to you.
</p>
<p>
</p>
</li>
<li>
Protected Health Information, User Data and Use of Your Information
<p>
TherapyNotes will make no use of “Protected Health Information” (“PHI,” as defined
by law at 45 C.F.R.
§ 160.103) except as permitted by this Agreement, the Business
Associate Agreement between the parties, and applicable law, including but not
limited to the Health Insurance Portability and Accountability Act of 1996, and any
implementing regulations, as amended (“HIPAA”).
With respect to all User Data,
including PHI, TherapyNotes will comply with the terms of its Privacy Policy , which
is found at https://www.therapynotes.com/legal/privacypolicy/
.
</p>
<p>
TherapyNotes will make commercially reasonable efforts to maintain the Services in a
manner that includes appropriate administrative, technical and physical security
measures designed to protect the confidentiality, availability and integrity of User
Data, including PHI as required by HIPAA.
</p>
<p>
</p>
</li>
<li>
TherapyNotes' Rights
<p>
Except for User Data, TherapyNotes (or its licensors) own all rights, title, and
interest to the Intellectual Property Rights in the Services, including the
software, content, data, websites, and servers.
TherapyNotes owns all Intellectual
Property Rights in and to its trademarks, service marks, trade names, logos, domain
names, taglines, and trade dress.
</p>
</li>
<li>
Limited License
<p>
TherapyNotes hereby grants you a non-exclusive, non-transferable, non-sublicensable,
limited, revocable license to access and use the Services while you agree to and
comply with this Agreement.
You may not: (i) enable any person or entity not so
authorized by TherapyNotes to use or access the Services.
(ii) attempt to copy,
create derivative works, or infringe any Intellectual Property Rights in the
Services.
(iii) use the Services for another party or as otherwise prohibited
herein.
(iv) alter or modify the Services.
(v) transfer your Account or the Services
to anyone else.
or (vi) attempt to translate, disassemble, decompile, reverse
assemble, reverse engineer all or any part of the Services or otherwise attempt to
derive the source code for the Services.
</p>
</li>
<li>
Third Party Rights
<p>
You agree that you will not upload, publish, or submit to the Services any User Data
that is subject to the Intellectual Property Rights or other proprietary rights of
another party, including any trade secret or privacy rights, unless you have
permission to convey to us all license rights required under this Agreement.
You
agree that TherapyNotes will have no liability for, and you agree to defend,
indemnify, and hold TherapyNotes harmless for, any claims, losses or damages arising
out of or in connection with your unlawful or otherwise improper use or provision of
any User Data in connection with the Services.
</p>
</li>
</ol>
</li>
<li>
HEALTH-RELATED INFORMATION
<ol>
<li>
We Do Not Provide Medical Advice or Medical Services
<p>
Our Services, including Telehealth, are intended to foster enhanced communications
and coordination between our Users and Providers, including healthcare
professionals.
TherapyNotes itself does not provide professional medical advice,
diagnosis, or treatment.
</p>
<p>
THERAPYNOTES IS NOT RESPONSIBLE FOR HEALTH-RELATED INFORMATION PROVIDED THROUGH THE
SERVICES FROM PROVIDERS, SUCH AS MEDICAL PROFESSIONALS AND ORGANIZATIONS, INCLUDING
ANSWERS TO ANY HEALTH-RELATED QUESTION SUBMITTED THROUGH THE SERVICES.
ANY
INFORMATION THAT THERAPYNOTES ITSELF MAY PROVIDE IN CONNECTION WITH THE SERVICES IS
FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES
IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
NOTHING STATED OR
POSTED ON THE SERVICES BY THERAPYNOTES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO
BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE
ADVICE, OR THE PROVISION OF MEDICAL CARE.
</p>
<p>
DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED
HEALTHCARE PROVIDER.
DO NOT USE THE SERVICES FOR MEDICAL EMERGENCY NEEDS.
IF YOU
EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND 911.
YOUR USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
</p>
<p>
We do not recommend or endorse any specific Providers, tests, procedures, opinions,
or other information that may appear through the Services.
If you rely on any
information provided through the Services, you do so solely at your own risk.
</p>
<p>
Our Services are provided to Users through TherapyPortal.com free of charge.
Usual,
customary, and any other charges for any medical or related services rendered by
Providers will apply and will be entirely your responsibility (including through
your insurance).
You must resolve any dispute between you or any Provider directly
with the Provider, even if scheduling or other interactions were facilitated by our
Services.
</p>
</li>
<li>
No Doctor Patient Relationship
<p>
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING
INFORMATION PROVIDED BY, OR THROUGH THE USE OF, THE SERVICES OR THROUGH ANY OTHER
COMMUNICATIONS FROM US.
WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES,
WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS,
EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION OR OTHER INFORMATION THROUGH
THE SERVICES.
FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL
LISTED OR ACCESSIBLE THROUGH THE SERVICES.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR
ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH
INFORMATION.
</p>
<p>
We have no control over, and cannot guarantee the availability of, any Provider at
any particular time.
We will not be liable for cancelled or otherwise unfulfilled
appointments, or any injury resulting therefrom, or for any other injury resulting
or arising from or related to the use of the Services whatsoever.
</p>
<p>
You are strongly advised to perform your own investigation prior to selecting a
Provider by contacting the appropriate licensing or certification authorities to
verify listed credentials and education, and to further verify information about a
particular Provider by confirming with the Provider's office, your current Provider,
the medical association relative to the Provider's specialty and your relevant state
board.
</p>
</li>
<li>
Important Information About Provider Relationships And Lists.
Authorization And
Acknowledgement <p>
In connection with using the Services to locate and schedule appointments with
Providers, you understand that YOU ARE ULTIMATELY RESPONSIBLE FOR CHOOSING YOUR OWN
PROVIDER.
</p>
<p>
Providers listed or accessible through the Services with whom you may book
appointments enter into contracts with us and such Providers generally pay us a fee
in order to be listed and/or marketed through the Services.
We may provide you with
lists and/or profile previews of Providers who may be suitable to deliver the
healthcare that you are seeking based on information that you provide to us (such as
insurance information, proximity to your geographical location, and specialty of the
Provider).
In an effort to aid in the discovery of Providers and enable the maximum
choice and diversity of Providers who participate in the Services, these lists
and/or profile previews may also be based on other criteria (including, for example,
Provider availability, past selections by and/or ratings of Providers by you or by
other of our users, and past experience of our users with Providers).
but we (a) do
not recommend or endorse any Providers, (b) do not make any representations or
warranties with respect to these Providers or the quality of the healthcare services
they may provide, and (c) do not receive any additional fees from Providers for
featuring them (i.e., higher or better placement on lists) through the Services.
</p>
<p>
IN CONNECTION WITH THE SERVICES, YOU MAY AFFIRMATIVELY DIRECT AND AUTHORIZE US TO
SHARE YOUR INFORMATION WITH ONE OR MORE SPECIFIED PROVIDER(S), INCLUDING YOUR
PERSONAL INFORMATION AND PROTECTED HEALTH INFORMATION.
</p>
</li>
<li>
Editorial Control
<p>
We make the Services available as a service to Users, including Providers, for the
purposes of providing an informative and educational resource.
We may, but have no
obligation to, have information posted through the Services reviewed by our
editorial personnel.
It is important to note, however, that the timeliness,
accuracy, and completeness of any or all such information is not guaranteed.
Neither
the authors, editorial personnel, nor any other party involved in the preparation or
publication of information through the Services can assure you that the information
contained herein is in every respect accurate or complete, and we and they are not
responsible for any errors or omissions or for the results obtained from the use of
such information.
</p>
<p>
You are encouraged to independently confirm the information provided through the
Services with other sources and to seek the advice of a qualified Provider.
</p>
</li>
<li>
Provider Information
<p>
Provider and other information that may be made available through the Services is
intended for general reference purposes only.
Provider information available through
the Services may be provided by the Provider and/or multiple other data sources not
validated by the Provider.
Information may become out of date, incomplete or
inaccurate.
The Services do not provide any advice, qualification, or certification
about any particular Provider.
You are encouraged to independently verify any such
information.
</p>
</li>
<li>
Procedures/Products/Services
<p>
The procedures, products, services, and devices discussed and/or marketed through
the Services are not applicable to all individuals, patients, or clinical
situations.
We make no claims as to the safety, appropriateness, or effectiveness of
any procedures, products, services, or devices.
Any products and/or services
represented through the Services by advertisers, sponsors, and other participants of
the Services, either paid or unpaid, are presented for your awareness and do not
necessarily imply safety or appropriateness for any particular individual or
prediction of effectiveness, outcome, or success.
</p>
</li>
</ol>
</li>
<li>
USER RESPONSIBILITIES
<ol>
<li>
Prohibited Uses of the Services
<p>
You are responsible for all of your use of the Services and for all use of your
Account credentials, including use by others to whom you have given your credentials
in violation of this Agreement.
</p>
<ul>
<li>
You may only use the Services for lawful purposes.
</li>
<li>
Use of the Services is limited to personal, non-commercial purposes except if
you are registered with us as a Provider.
</li>
<li>
You may not use the Services in any manner that could damage, disable,
overburden, or impair our servers or networks, or interfere with any other
party's use and enjoyment of the Services.
</li>
<li>
You may not attempt to gain unauthorized access to any of the Services, user
accounts, or computer systems or networks, through hacking, password mining or
any other means.
and
</li>
<li>
You may not post, display or transmit User Data that violates any applicable
law, the rights of any third party, or is defamatory, indecent, discriminatory
or otherwise inappropriate.
</li>
</ul>
<br>
<p>
Without limiting any of the foregoing, you may not (and may not to allow any third
party to):
</p>
<ul>
<li>
Copy, modify, adapt, translate, or reverse engineer any portion of the Services,
its content or materials.
</li>
<li>
Remove any copyright, trademark or other proprietary rights notices contained
in or on the Services or in or on any content or other material obtained via the
Services.
</li>
<li>
Use, without permission, any robot, spider, site search/retrieval application,
or other automated device, process or means to access, retrieve or index any
portion of the Services.
</li>
<li>
Access or retrieve any portion of the Services for purposes of constructing or
populating a searchable database of reviews or other information related to the
healthcare industry or Providers.
</li>
<li>
Reformat or frame any portion of the web pages that are part of the Services.
</li>
<li>
Fraudulently misuse the Services, including scheduling an appointment with a
Provider which you do not intend to keep.
</li>
<li>
Create user accounts by automated means or under false or fraudulent pretenses.
</li>
<li>
Collect or store personal data about other users in connection with the
prohibited activities described in this paragraph.
</li>
<li>
Accumulate or index, directly or indirectly, any portion of the Services
(including, without limitation, Provider or practice information, appointment
availability, and price information) for any purpose whatsoever.
or
</li>
<li>
Use any means, including software means, to conduct web scraping of any portion
of the Services.
</li>
</ul>
<br>
<p>
Any violation by you of the terms of this section may result in immediate suspension
or termination of your Account without any refund or other compensation.
In
addition, we may take any measures deemed appropriate, including legal action and
technical remedies, to respond to or prevent violation of this provision and enforce
these terms.
</p>
</li>
<li>
No Spam
<p>
You may not use contact information provided by our users or Providers, or harvest
such information for the purpose of sending, or to facilitate the sending of,
unsolicited bulk communications, such as SPAM.
You may not allow others to use your
account to violate the terms of this section.
We may terminate your Account or
access to the Services immediately and take other legal action if you or anyone
using your credentials violates these provisions.
</p>
</li>
</ol>
</li>
<li>
RESPONSIBILITIES FOR USERS WHO ARE PROVIDERS
<p>
In addition to the responsibilities in the foregoing section, if you are a Provider or other
person or entity in the healthcare or medical industries, you acknowledge and agree that:
</p>
<ol>
<li>
You will not use the Services to view, access or otherwise use, directly or
indirectly, price, availability, or other information of another Provider for any
purpose other than your own personal, non-commercial use, such as a patient or
prospective patient with that Provider, or in connection with assisting a patient or
prospective patient with a referral.
</li>
<li>
You will not use the Services to establish, attempt to establish, or enforce,
directly or indirectly, any agreement or coordination of the prices charged for any
product or service.
the kinds, frequencies or amounts of any product or service offered.
or the customer or customer categories for any product or service, or otherwise engage
or attempt to engage in price fixing, output restriction, or customer or market
allocation.
and
</li>
<li>
You will not use the Services, directly or indirectly, to engage in any
anti-competitive, deceptive or unfair practices, or otherwise violate applicable
antitrust, competition or consumer protection laws, or regulations.
</li>
<li>
You are responsible for setting your configurable security settings in alignment with
HIPAA requirements including security monitoring, reporting and notification of security
incidents to TherapyNotes, network connectivity redundancy (as needed), disaster
recovery in accordance with HIPAA requirements, and administering end user access to
limit access appropriately.
</li>
<li>
You are solely responsible for the accuracy and truthfulness of your submitted
insurance claims, and will hold TherapyNotes harmless for any false or defective claim
or claims.
TherapyNotes assumes no responsibility or liability for the accuracy or
truthfulness of your insurance claims.
</li>
<li>
You will promptly report any suspected fraud, waste or abuse to the relevant
authority.
You will also cooperate fully with any agency charged with the duty of
preventing, identifying, investigating, sanctioning or prosecuting suspected fraud,
waste, and abuse in state and/or federal health care programs.
</li>
<li>
Nothing in this Agreement, whether written or oral, nor any consideration in
connection therewith, contemplates or requires the referral of any patients, goods,
items, facilities, or services by TherapyNotes to Provider or to any other entity
affiliated in any way with Provider.
This Agreement and the Services are not intended to
influence the judgment of Provider in choosing medical specialists or medical facilities
appropriate for the proper care and treatment of its patients.
Neither TherapyNotes nor
its employees or agents shall receive any compensation or remuneration for referrals, if
any, to the Provider.
This Agreement has been negotiated as an arms-length transaction
by independent parties, and the parties hereto agree that any and all compensation and
remuneration provided herein is at prevailing market rates.
</li>
</ol>
</li>
<li>
NO RESPONSIBILITY FOR ACTS OF OMISSIONS OF THIRD-PARTY WEBSITES
<p>
The Services may contain links to or otherwise support connections to third-party websites
or other online services that are not owned or controlled by TherapyNotes.
Portions of the
Services may also be embedded within third party websites.
TherapyNotes is not responsible
or liable for the content, policies, or practices of any third-party websites or online
services.
Please consult any applicable terms of use and privacy policies provided by the
third party for such websites or online services.
</p>
</li>
<li>
INTERRUPTION OF SERVICES OR USER DATA LOSS
<p>
TherapyNotes may on occasion need to interrupt the Services with or without prior notice to
protect the integrity or functionality of the Services.
TherapyNotes will not be liable for
any interruption of the Services (whether intentional or not), and you will not be entitled
to any refunds of fees or other compensation for an interruption of Services.
Likewise, in
the event of loss of any User Data, we will not be liable for any purported damage or harm
arising therefrom.
</p>
</li>
<li>
LEGAL LIABILITY AND RELEASES
<ol>
<li>
Releases
<p>
You agree not to hold TherapyNotes liable for the content, actions, or inactions of
other users of the Services or of other third parties.
As a condition of access to
the Services, you release TherapyNotes (and its officers, directors, shareholders,
agents, subsidiaries, and employees) from claims, demands, losses, liabilities and
damages (actual and consequential) of every kind and nature, known and unknown,
arising out of or in any way connected with any dispute you have or claim to have
with one or more other users of the Services or with other third parties, including
whether or not TherapyNotes becomes involved in any resolution or attempted
resolution of the dispute.
</p>
<p>
If you are a California resident, you waive California Civil Code Section 1542,
which says: “A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.” If you
are a resident of another jurisdiction, you waive any comparable statute or
doctrine.
</p>
</li>
<li>
Disclaimer of Other Express and Implied Warranties
<p>
THERAPYNOTES PROVIDES THE SERVICES (INCLUDING WITHOUT LIMITATION ANY SOFTWARE,
WEBSITES, SERVERS, ONLINE SERVICES, YOUR ACCOUNT, AND USER DATA) STRICTLY ON AN “AS
IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND,
WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED
WITH RESPECT TO ANY SERVICES OR CONTENT.
NOTWITHSTANDING ANY INTELLECTUAL PROPERTY
RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, THERAPYNOTES
AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY
DATA RELATING TO YOUR ACCOUNT RESIDING ON THERAPYNOTES' SERVERS.
YOU ASSUME ALL RISK
OF LOSS FROM USING THE SERVICES ON THIS BASIS.
WE DO NOT GUARANTEE THAT THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR
ACCURATE OR WILL MEET YOUR REQUIREMENTS.
WE DO NOT GUARANTEE THAT YOU WILL BE ABLE
TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT
TIMES OR LOCATIONS OF YOUR CHOOSING.
WE ARE NOT RESPONSIBLE FOR THE ACCURACY,
RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE
SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES ABOUT THE INFORMATION
SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER
SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION.
WE DO NOT
WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS,
THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES,
CONTAMINANTS OR OTHER HARMFUL ITEMS.
</p>
<p>
TherapyNotes engages in commercially reasonable efforts to protect the
confidentiality, availability and integrity of the Services, but it cannot guarantee
continuous, error-free, secure and virus-free operation at all times, and you
understand that you shall not be entitled to refunds or other compensation based on
TherapyNotes' failure to provide any of the foregoing other than as explicitly
provided in this Agreement.
Some jurisdictions do not allow the disclaimer of
implied warranties, and to that extent, the foregoing disclaimer may not apply to
you.
To the extent applicable (i.e., for Providers), TherapyNotes does not guarantee
that by mere use of the Services you will be in compliance with HIPAA, and you
understand and agree that you are responsible for maintaining any other
administrative, technical and physical measures required to maintain appropriate
information security with respect to PHI you create, receive, maintain, and/or
transmit and to otherwise comply with HIPAA.
</p>
</li>
<li>
Limitation of Liability
<p>
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR
REGISTRATION OR ACCOUNT.
IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR
ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR
OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION,
EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID FOR THE SERVICES IN THE
IMMEDIATELY PRECEEDING 12 MONTHS PRIOR TO ANY SUCH CLAIM.
</p>
<p>
IN NO EVENT SHALL THERAPYNOTES OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES,
SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD
PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR
EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT
LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICES
(INCLUDING ITS MODIFICATION OR TERMINATION), THERAPYNOTES SOFTWARE, WEBSITES,
SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT,
WHETHER OR NOT THERAPYNOTES MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR
COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Some
jurisdictions do not allow the foregoing limitations of liability, so to the extent
that any such limitation is found to be impermissible, such limitation may not apply
to you.
</p>
</li>
<li>
New Jersey Residents
<p>
Notwithstanding any term herein, this Agreement does not limit your rights or our
obligations under any applicable statute or law to the contrary, including types and
amounts of recovery.
nor do they excuse us from any duty to avoid causing harm by
means of gross negligence, recklessness, or intentional misconduct.
nor do they
disclaim our duty of care to our invitees.
nor do they require you to defend and
indemnify us in the event that any loss is caused by our negligence.
</p>
</li>
<li>
Indemnification
<p>
You (and any third party on whose behalf you operate an Account or activity on the
Services) agree to indemnify, defend, and hold harmless TherapyNotes, its officers,
directors, shareholders, employees, subsidiaries, and agents (collectively,
“<strong>the Company Parties</strong>”)
from any claims, liabilities, damages, losses, costs, and/or
expenses, including without limitation, reasonable attorney's fees and costs,
arising out of or in any way connected with the following (whether resulting from
your activities on the Services or those conducted on your behalf): (i) your access
to or use of the Services.
(ii) your breach or alleged breach of these Terms.
(iii)
your violation of any third-party right, including without limitation, any
intellectual property right, publicity, confidentiality, property, or privacy right.
(iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or
orders of any governmental and quasi-governmental authority, (v) any
misrepresentation made by you, or (vi) your violation of the duties and conditions
imposed on you in Section 2 of this Agreement.
You agree that the Company Parties
will have no liability in connection with any such breach or unauthorized use, and
you agree to indemnify, defend, and hold harmless any and all resulting loss,
damages, judgments, awards, costs, expenses, and attorneys' fees of the Company
Parties in connection therewith.
You also agree to indemnify, defend, and hold
harmless the Company Parties from and against any claims brought by third parties
arising out of your use of the Services, your violation of these Terms, or the
infringement by you or made under your Account, of any intellectual property or
other right of any person or entity.
You will cooperate as fully required by
TherapyNotes in the defense of any claim.
The Company Parties reserve the right to
assume exclusive control of its defense in any matter subject to your
indemnification, which shall not excuse your obligation to indemnify the Company
Parties.
You shall not settle any dispute subject to your indemnification under
these Terms without written consent from TherapyNotes.
You will not settle any claim
without the prior written consent of TherapyNotes.
</p>
</li>
<li>
Legal Relationship Between You and TherapyNotes.
No Third-Party Beneficiaries
<p>
You acknowledge that your participation in the Services, including your creation or
uploading of User Data to the Services, does not make you a TherapyNotes employee or
agent, and that you do not expect to be, and will not be, compensated by
TherapyNotes for such activities, and you will make no claim inconsistent with these
acknowledgements.
In addition, no agency, partnership, joint venture, franchise
relationship is intended or created by this Agreement.
There are no third-party
beneficiaries, intended or implied, under this Agreement.
</p>
</li>
<li>
Force Majeure
<p>Except for your obligation to pay fees for Services rendered, neither party will be
liable for performance delays, underperformance, or for non-performance occasioned
by events such as acts of God, war, terrorism or threats of terrorism, insurrection,
riot, civil disturbance, national, state, or local emergencies, acts of public
authorities, epidemic/pandemic, labor dispute, fire, casualty, natural disaster,
power failure, or other circumstances whether of a like nature or not beyond the
affected party's reasonable control (“Force Majeure”).
In the event of Force
Majeure, the affected party shall send notice to the other party indicating those
obligations, in whole or part, which cannot be performed as a result of Force
Majeure, and the expected duration of the inability to perform.
If Force Majeure
exists for a period of 30 days or longer, you may elect to terminate the Agreement.
In the event you elect to terminate the Agreement, the Parties shall have no further
obligation to each other except for payment obligations or other obligation as
required by law.</p>
</li>
</ol>
</li>
<li>
DISPUTE RESOLUTION AND ARBITRATION
<p>
In the event of a dispute between you and TherapyNotes, other than with respect to claims
for injunctive relief, the dispute will be resolved by binding arbitration pursuant to the
rules of the American Arbitration Association Commercial Arbitration Rules.
The place of the
arbitration shall be in Philadelphia, Pennsylvania.
Notwithstanding the foregoing, either
party may seek strictly injunctive or other non-monetary equitable relief to protect or
enforce its Intellectual Property Rights in court.
In the event that there is any dispute
between you and TherapyNotes that is determined not to be subject to arbitration, exclusive
jurisdiction and venue shall be in state or federal court in the City and County of
Philadelphia, Pennsylvania.
</p>
<p>
PURSUANT TO THIS AGREEMENT, YOU WAIVE ANY RIGHTS TO BRING, AND AGREE NOT TO PARTICIPATE IN,
ANY CLASS ACTION, CONSOLIDATED, MULTI-DISTRICT OR COLLECTIVE ACTION, OR PRIVATE ATTORNEY
GENERAL ACTION.
Unless both you and TherapyNotes agree, no arbitrator or judge may
consolidate more than one person's claims or otherwise preside over any form of a
representative or class proceeding.
</p>
<p>
You agree that this Agreement and the relationship between you and TherapyNotes shall be
governed by the laws of the Commonwealth of Pennsylvania without regard to conflict of law
principles or the United Nations Convention on the International Sale of Goods.
</p>
</li>
<li>
TERMINATION
<ol>
<li>
Termination by You
<p>
You may terminate this Agreement by closing your Account at any time for any reason.
TherapyNotes shall have no further obligation or liability to you under this
Agreement or otherwise, except as required by law (e.g., HIPAA).
</p>
</li>
<li>
Termination by TherapyNotes
<p>
TherapyNotes may suspend or terminate your Account for any reason or no reason at
all.
Upon termination, you will remain liable for any unpaid amounts owed by you to
TherapyNotes.
</p>
<p>
We may suspend or terminate your Account if we determine in our discretion that such
action is necessary or advisable to comply with legal requirements or protect the
rights or interests of TherapyNotes or any third party.
In such event, you will not
be entitled to compensation for such suspension or termination, and you acknowledge
TherapyNotes will have no liability to you in connection with such suspension or
termination.
We may also cancel or suspend your registration for any other reason,
including inactivity for an extended period, but will attempt to notify you in
advance of such cancellation or suspension.
</p>
<p>
Upon termination of your Account, all licenses granted by TherapyNotes to use the
Services will automatically terminate.
</p>
</li>
</ol>
</li>
<li>
INTERNATIONAL CONSIDERATIONS
<p>
TherapyNotes' Services are based in the United States.
TherapyNotes makes no representation
that any aspect of the Services is appropriate or available for use outside of the United
States.
TherapyNotes neither offers goods or services to data subjects who reside in the
European Union, nor monitors data subjects' behavior as it occurs within the European Union.
Those who access the Services from other locations are responsible for compliance with
applicable local laws.
The Services may be subject to applicable export laws and
restrictions.
</p>
</li>
<li>
ASSIGNMENT OF AGREEMENT AND ACCOUNT
<p>
You may not assign this Agreement or your Account without the prior written consent of
TherapyNotes.
You may not transfer or sublicense any licenses granted by TherapyNotes in
this Agreement without the prior written consent of TherapyNotes.
</p>
<p>
TherapyNotes may assign this Agreement (in whole or in part, and all related rights,
licenses, benefits and obligations, without restriction, including the right to sublicense
any rights and licenses under this Agreement) to any parent, subsidiary, or any affiliated
company, or as part of the sale to, merger with, or other change in control of our company
to another entity.
We will use reasonable efforts to notify you regarding any such change of
ownership.
</p>
</li>
<li>
INTEGRATION, INTERPRETATION OF SECTION HEADINGS AND SEVERABILITY
<p>
This Agreement (including anything incorporated by reference) sets forth the entire
agreement and understanding between you and TherapyNotes with respect to the subject matter
hereof and supersedes any prior or contemporaneous agreements or understandings.
This
Agreement may not be modified except as provided in Section 1 or by mutual written agreement
between you and TherapyNotes that is signed by a duly authorized representative of both
parties and expressly references amendment of this Agreement.
No other written, oral or
electronic communications will modify or supplement this Agreement, and you agree not to
make any claims inconsistent with this understanding or in reliance on communications not
part of this Agreement.
</p>
<p>
The section headings used herein, including descriptive summary sentences at the start of
each section, is for convenience only and shall not affect the interpretation of this
Agreement.
</p>
<p>
If any provision of this Agreement shall be held by a court of competent jurisdiction to be
unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed
severable from these terms and shall not affect the validity and enforceability of the
remaining provisions.
</p>
<p>
No waiver of by us of any term or condition set out in this Agreement 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 by us to assert a right or provision under this Agreement shall
not constitute a waiver of such right or provision.
</p>
</li>
<li>
NOTICES AND QUESTIONS FOR THERAPYNOTES
<p>
TherapyNotes may provide notice to you and obtain consent from you (1) through the Services.
(2) by electronic mail at the electronic mail address associated with your Account.
(3) an
electronic medium for communication and/or (4) by written mail communication to you at the
address associated with your Account.
You consent to the notice method chosen by
TherapyNotes.
</p>
<p>
Please direct all notices, questions or concerns regarding this Agreement or the Services to
us at support@TherapyNotes.com or by mail to: TherapyNotes, LLC, 630 Dresher Rd, Horsham, PA
19044.
</p>
</li>
<li>
DMCA POLICY
<ol>
<li>
Generally
<p>
TherapyNotes will respond to allegations of copyright violations in accordance with
the Digital Millennium Copyright Act (“DMCA”).
The DMCA provides a process for a
copyright owner to give notification to an online Provider concerning alleged
copyright infringement.
When a valid DMCA notification is received, the Provider
responds under this process by taking down the offending content.
On taking down
content under the DMCA, we will take reasonable steps to contact the owner of the
removed content so that a counter-notification may be filed.
On receiving a valid
counter-notification, we generally restore the content in question, unless we
receive notice from the notification provider that a legal action has been filed
seeking a court order to restrain the alleged infringer from engaging in the
infringing activity.
</p>
</li>
<li>
Filing a Notification
<p>
A written notification must be made.
This can be done either by fax or written
letter (regular mail or courier).
Emails will not be accepted unless a prior
arrangement has been made.
The notification must:
</p>
<ol>
<li>
Identify in sufficient detail the copyrighted work that you believe has been
infringed upon (i.e., describe the work that you own).
</li>
<li>
Identify the item that you claim is infringing on your copyright.
</li>
<li>
Provide a reasonably sufficient method of contacting you.
phone number and email
address would be preferred.
</li>
<li>
Include the following statement: "I have good faith belief that the use of
the copyrighted materials described above and maintained by the Services is not
authorized by the copyright owner, its agent, or by protection of law."
</li>
<li>
Include the following statement: "I swear, under penalty of perjury, that the
information in the notification is accurate and that I am the copyright owner or
am authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed."
</li>
<li>
Sign the paper.
</li>
</ol>
<br>
<p>
Please note: The DMCA provides that you may be liable for damages (including costs
and attorneys' fees) if you falsely claim that an item is infringing your
copyrights.
We recommend contacting an attorney if you are unsure whether an object
is protected by copyright laws.
</p>
<p>
Send the
written document to the designated Copyright Agent at TherapyNotes:
</p>
<p>
Attn: Designated Copyright Agent
<br>
TherapyNotes, LLC
<br>
630 Dresher Rd
<br>
Horsham, PA 19044
</p>
<br>
<p>
Alternatively, fax the document to (215) 658-4551.
On the cover sheet, please write
ATTN: DMCA
NOTIFICATION
</p>
</li>
<li>
Filing a counter-notification
<ul>
<li>
List the items that were removed by TherapyNotes.
</li>
<li>
Provide your name, address, telephone number, email address (if available).
</li>
<li>
State that you consent to the jurisdiction of Federal District Court for the
judicial district in which you reside (or Philadelphia, Pennsylvania if your
address is outside of the United States).
</li>
<li>
State that you will accept service of process from the person who provided
notification to us of the alleged infringement or an agent of such person.
</li>
<li>
State the following: "I swear, under penalty of perjury, that I have a good
faith belief that the material identified above was removed or disabled as a
result of a mistake or misidentification of the material to be removed or
disabled."
</li>
<li>
Sign the paper.
</li>
</ul>
<br>
<p>
Send the written document to the designated Copyright Agent at TherapyNotes:
</p>
<p>
Attn: Designated Copyright Agent
<br>
TherapyNotes, LLC
<br>
630 Dresher Rd
<br>
Horsham, PA 19044
</p>
<br>
<p>
Alternatively, fax the document to (215) 658-4551.
On the cover sheet, please write
ATTN: DMCA
COUNTER-NOTIFICATION
</p>
</li>
</ol>
</li>
<li>
CPRA DATA PROCESSING REQUIREMENTS
<p>
<strong>
This Section applies only to the extent that TherapyNotes Processes or Collects Personal
Information that is subject to the California Privacy Rights Act (“CPRA”) in the course
of providing the Services to you pursuant to the Agreement.
</strong>
</p>
<ol>
<li>
<strong>Definitions</strong>
<p>In this Section, terms shall have the following meanings:</p>
<ol>
<li>
“Business”, “Collects” (and “collect” or “collection”), “Consumer”, “Business
Purpose”, “Sell”, “Sharing” (and “share”), “Processing” (and “process”),
“Personal Information”, “Sensitive Personal Information”, and “Service Provider”
shall have the meanings given to them in §1798.140 of the CPRA.
</li>
<li>
“Business Purpose” or “Business Purposes” also has the meaning given in Section
3.2 of this Addendum.
</li>
<li>
“California Consumer Privacy Act” or “CCPA” means Title 1.81.5 California
Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100-1798.199), as
amended or superseded from time to time.
</li>
<li>
“California Privacy Rights Act” or “CPRA” means the California Privacy
Rights Act of 2020, (2020 Cal.
Legis.
Serv.
Proposition 24, codified at Cal.
Civ.
Code §§ 1798.100 et seq.), and its implementing regulations, as amended or
superseded from time to time.
</li>
<li>
“Security Breach” means an unauthorized access and exfiltration, theft, or
disclosure as a result of TherapyNotes' violation of the duty to implement and
maintain reasonable security procedures and practices appropriate to the nature
of the information to protect the personal information, as described in
subdivision (a)(1) of CCPA §1798.150.
</li>
</ol>
</li>
<li> Data Processing and Protection <p>
You are a Business and you designate TherapyNotes as your Service Provider to
Collect and Process Personal Information for the Business Purposes as stated herein.
However, there are circumstances where TherapyNotes is also a Business and Collects
and Processes Personal Information on its own behalf.
Where TherapyNotes is acting
as your Service Provider, we are responsible for compliance with our obligations
under this Addendum and for compliance with our obligations as a Service Provider
under the CCPA and the CPRA.
We will provide the same level of privacy protection as
is required of a Business under the CCPA/CPRA.
You are responsible for compliance
with your own obligations as a Business under the CCPA and the CPRA and shall ensure
that you have provided notice and have obtained or shall obtain all consents and
rights necessary under the CCPA and the CPRA for TherapyNotes to Collect and Process
the Personal Information for the Business Purpose.
</p>
</li>
<li>
Business Purpose
<p>
TherapyNotes shall only Collect and Process Personal Information as a Service
Provider upon lawful documented instructions from you, including those in the
Agreement, or as otherwise necessary to provide the Services (the “Business
Purpose”).
Specifically, the Business Purpose is related to the TherapyNotes
practice management system with functionality to manage patient records, schedule
appointments, meet with patients remotely, electronically prescribe medication,
create rich documentation, to bill the patient and insurance companies, and other
functionality related to the delivery of the Services.
TherapyNotes must not process
Personal Information for any purpose other than for the Business Purpose, except to
the extent permitted by the CCPA and/or the CPRA.
</p>
</li>
<li>
Not a Sale or Sharing of Personal Information
<p>
Where TherapyNotes acts as a Service Provider the disclosure of Personal Information
to us by you in the course of the delivery of, use of and access to the Services
does not, and shall not, constitute a Sale or Sharing under the CPRA.
</p>
</li>
<li>
Service Provider Data Processing Responsibilities
<p>
TherapyNotes shall <u>not</u>:
(a) Sell or Share the Personal Information.
(b) retain,
or disclose the Personal Information for any purpose other than for the Business
Purpose, including to retain, use, or disclose the Personal Information for a
purpose other than providing its Services under the Agreement or as permitted by the
CCPA/CPRA.
(c) retain, use, or disclose the Personal Information outside of the
direct business relationship between TherapyNotes and Provider.
(d) Process the
Personal Information for cross-context behavioral advertising (however, Provider may
disclose Personal Information to TherapyNotes for non-personalized advertising as a
permissible Business Purpose).
(e) combine Personal Information with any other data
to the extent this would be inconsistent with the limitations on service providers
under the CPRA.
</p>
</li>
<li>
Consumer's Rights
<p>
TherapyNotes will use reasonable efforts to assist Provider in responding to
verified Consumer requests received by Provider to provide information as it relates
to the Collection of Personal Information for the Business Purpose.
</p>
</li>
<li>
Assistance
<p>
TherapyNotes will, upon your instruction, provide reasonable assistance to enable
you to respond to any verified request, inquiry or complaint received from a
Consumer or the California Attorney General in connection with the Collection and
Processing of the Personal Information.
If TherapyNotes is contacted by a Consumer
who is your patient/client, TherapyNotes will re-direct that Consumer to you for
assistance with the Personal Information request, when TherapyNotes is reasonably
able to identity the Consumer as belonging to your practice.
</p>
</li>
<li>
Review and Remediation
<p>
With notice to TherapyNotes and its reasonable consent, Business may take reasonable
and appropriate steps to ensure that TherapyNotes uses the Personal Information that
it Collected pursuant to this Agreement in a manner consistent with the Business's
obligations under the CCPA/CPRA.
Business may also, with notice to TherapyNotes,
take reasonable and appropriate steps to stop and remediate TherapyNotes'
unauthorized use of Personal Information.
</p>
</li>
<li>
Sensitive Personal Information
<p>
If Provider receives direction from a Consumer not to use or disclose such
Consumer's Sensitive Personal Information and TherapyNotes is assisting Provider in
respect of such Sensitive Personal Information, then Provider agrees to promptly
notify TherapyNotes that Consumer has provided Provider with such direction and to
provide details of the Consumer and the Sensitive Personal Information in question.
Upon receiving such notice, TherapyNotes agrees to not use such Sensitive Personal
Information for any purpose, except for the permissible purposes authorized by
Section 1798.121(a) of the CPRA.
Provider acknowledges and agrees that TherapyNotes
is only required to limit its use of Sensitive Personal Information it receives if
instructed by Provider to do so and only with respect to its relationship with
Provider.
</p>
</li>
<li>
Technical Security Measures
<p>
TherapyNotes shall implement and maintain appropriate and reasonable security
measures to protect Personal Information.
These include measures relating to the
physical security of facilities, measures to control access rights to networks, and
processes for testing these measures.
and will be consistent with its current
Security Policy.
</p>
</li>
<li>
Security Breach
<p>
TherapyNotes will, to the extent permitted by applicable law, notify you without
undue delay (and in time to fulfill any Security Breach reporting obligations) after
becoming aware of a Security Breach incident and provide timely information relating
to the Security Breach incident as it becomes known or is reasonably requested by
you.
We will use the contact information for you that we have on record.
</p>
</li>
<li>
Specific Indemnification
</li>
<p>
In the event you fail to obtain necessary consents to use Personal Information, or you
fail to fully comply with the Agreement, the CCPA and/or CPRA, you shall indemnify,
defend and hold TherapyNotes harmless from any claims, demands, allegations, damages,
losses, liabilities, fines, penalties, costs and expenses (including reasonable
attorneys' fees and costs) arising from such actions or inactions.
</p>
</ol>
</li>
</ol>