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Therapia Software Healthcare Provider User Agreement

This Healthcare Provider User Agreement (also known as “Provider User Agreement”) only applies to Therapia Software LLC products and Related Services users.

THIS IS A LEGALLY BINDING AGREEMENT between Therapia Software LLC (“Therapia Software,” “we,” “Company,” “us,” or “our”) and you. BY CLICKING “I AGREE,” OR BY OTHERWISE SIGNING UP FOR AN ACCOUNT, OR BY ACCESSING OR USING THE SERVICES (DEFINED BELOW), YOU ARE ENTERING INTO THIS HEALTHCARE PROVIDER USER AGREEMENT (THIS “AGREEMENT”), AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. Please read this Agreement carefully, and do not sign-up for an account or use the Services if you are unwilling or unable to be bound by this Agreement. In this Agreement, you and we are each individually referred to as a “Party” and collectively referred to as the “Parties.”

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1. Definitions

For the purposes of this Agreement, the terms set forth in this Section 1 have the meanings assigned to them below. Terms not defined below or in the body of this Agreement (whether or not capitalized) have the definitions given to them in HIPAA.

• “Account” means a registered account of the Facility on the Services accessible through the Company’s Sites.
• “Administrative Rights” means the rights to administer and direct the use of a User or Provider’s account, including the authority to provide, request, issue, administer, and limit the access rights to other User accounts issued to such Facility’s and Provider’s Authorized Workforce, as well as the rights to integrate, connect, or otherwise share Your Information with, or receive Protected Health Information from, third parties through the Services.
• “Authorized Workforce” means those natural persons who are members of your Workforce who you have identified (by their legal names and the legal names of their employers) in your account as authorized to access the Services on your behalf.
• “Therapia Connect” (accessed through the Referral Portal) means the feature of the Services through which we make Your Health Information available to other users of the Services with your Consent, or make Protected Health Information of other users of the Services available to you with their Consent.
• “Clinical Data Exchange” means the exchange, with your Consent, of Protected Health Information (and Your Personal Information as necessary) between You and covered entities (and their business associates) for any permitted purpose, including, to the extent applicable, care coordination, performance or quality measurement programs (such as HEDIS), and risk adjustment, and other treatment, payment or health care operations purposes.
• “Confidential Information” means any information relating to our business, financial affairs, current or future products or technology, trade secrets, Workforce, customers, or any other information that is treated or designated by us as confidential or proprietary or would reasonably be viewed as confidential or as having value to our competitors. “Confidential Information” does not include information that we make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by you. “Confidential Information” does not include individuals’ health information.
• “Consent” means Consent or authorization by a user of the Services allowing us to take actions described under this Agreement, which the User of the Services may give in electronic communication to us or by use of the features of the Services (such as “share,” “transmit,” “refer,” “authorize,” “opt-in,” “agree” or toggling or selecting an action through a settings or activation page located within the Service, and the like).
• “Credentials” means any unique identifier, password, token, credential, any combination thereof, or other means we may utilize from time to time for authorizing access to all, or any portion of, the Services.
• “De-Identified Health Information” means health information that has been de-identified in accordance with the provisions of the Privacy Rule.
• “De-Identified Information” means De-Identified Health Information and De-Identified Personal Information.
• “De-Identified Personal Information” means Personal Information from which all identifiers that could reasonably be anticipated to identify an individual by an anticipated recipient—such as individual’s name, contact information, or government identifiers—have been removed.
• “De-Identify” means (i) with respect to Personal Information, to make such information into De-Identified Personal Information, and (ii) with respect to health information, means to make such health information into De-Identified Health Information.
• “Existing User Trial Period” means a period of 30 days (or other duration as determined by us at our sole discretion).
• “Facility” means a medical facility whether outpatient, ambulatory, or of the other category, having an Account on the Webapp.
• “HIPAA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, including the Privacy Rule and the Security Rule, as amended.
• “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act of 2009 and regulations promulgated thereunder.
• “Limited Access License” means the right to access the Services on a limited basis as set forth in Section 2.2.
• “New User Trial Period” means a period of 30 days (or other duration as determined by us at our sole discretion) from the date that you enter into this Agreement.
• “Personal Information” means information that includes an individual’s name, contact information, government identifiers, including identifiers that could reasonably be anticipated to identify an individual personally and/or other identifiers as may be defined under state and federal law.
• “Policies and Procedures” mean our rules, regulations, policies, and procedures for access to and use of the Services, as changed from time to time. This Agreement must be read and agreed upon along with the Therapia SaaS Agreement, Therapia Software Terms of Use, and Therapia Software Privacy Policy that govern our Sites.
• “Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E, as amended.
• “Protected Health Information” has the meaning given to it in the Privacy Rule.
• “Provider” has the same meaning as User and “health care provider” given in 45 CFR §160.103.
• “Provider of Record” has the meaning given in Section 3.1.1.
• “Security Rule” means the Security Standards for the Protection of electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C, as amended.
• “Services” means our electronic health record services. The Service(s) include the provisioning of hosting, support, maintenance, updates, upgrades, etc. of the following:
  • Webapp;
  • EHR (Electronic Health Record) Software;
  • Client Portal;
  • Family Portal;
  • Referral Portal;
  • Billing Portal;
  • Support Portal;
  • Base Therapy Modules;
  • Therapia Practice Management for Cash Billing;
  • E-Prescribing;
  • One-on-One Telehealth;
  • Appointment Text Notification;
  • Premium Therapy Modules and other operations workflow solutions and other services provided by us to you.
• “Sites” means the Company’s websites at therapiasoftware.com, therapiasupport.com, therapiaconnect.com, therapiabilling.com, therapiaclient.com, and therapiafamily.com.
• “Subscription” means the paid subscription to the Services as further described in the Therapia SaaS Agreement.
• “Term” means the initial term and all renewal terms of this Agreement as provided in the Therapia SaaS Agreement.
• “Trial Period” means the New User Trial Period and/or the Existing User Trial Period, as applicable.
• “User” (capitalized) means a natural person who has been authorized, pursuant to this Agreement, to access the Services on your behalf; a “user” (un-capitalized) shall mean any user of the Services.
• “Workforce” means a Provider’s employees, volunteers, trainees, and other persons whose conduct, in the performance of work for Provider, is under the direct control of such Provider, whether or not the Provider pays them.
• “Your Health Information” means Protected Health Information that you or your Workforce input or upload onto the Services or that we receive on your behalf from your patients authorized service providers or our third-party partners pursuant to this Agreement (including Section 4.1.10).
• “Your Information” means information that you or your Workforce input or upload onto the Services, including Your Personal Information and Your Health Information.
• “Your Personal Information” means Personal Information about you or your Workforce that you or your Workforce enter or upload onto the Services.

In addition, the words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall be construed to have the same meaning and effect as “and/or.” The words “herein,” "hereof," and "hereunder," and words of similar import shall be construed to refer to the terms and conditions set forth in this Agreement. The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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2. Grant of Right to Use the Services and Restrictions on Use

2.1 Trial Period

2.1.1 New Users

If you are a new user of the Services, we may grant you a non-exclusive, personal, non-transferable limited right to access and use the Services on a limited basis and a non-exclusive, personal, non-transferable, limited right to use any computer software or data furnished by us for access to or use of or in connection with the Services for the purpose of evaluating the Services for your internal business purposes during the New User Trial Period (such use, the "Trial Use"), subject to your full compliance with the terms and conditions of this Agreement and with our Policies and Procedures, and you hereby grant and make all rights, waivers, and releases set forth in this Agreement that are granted and made by the person addressed as "you" in this Agreement, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies, or benefits under this Agreement other than the limited, non-exclusive, non-transferable, personal right under this Section 2.1.1 to sign-in and make Trial Use of the functionality of the Services. You acknowledge that the Services provided to you for Trial Use under this Section 2.1.1 are only a limited subset of the Services that are made available by us and may not contain all of the Services that are described in this Agreement nor are made available to users who have paid for a Subscription to the Services. Notwithstanding the applicable provisions of Section 16, you also acknowledge that your access to the Services may be terminated by us at any time, for any reason or no reason at all, with or without notice. You also hereby acknowledge and agree that your access and use of the Services will immediately cease at the end of your New User Trial Period unless and until you complete the ordering process for the Subscription to the Services, in which case your right to use the Services for your Trial Use will immediately convert to a Subscription to the Services as set forth in the Therapia SaaS Agreement.

Your information that you enter into the services during your trial use and any configurations or customizations made to your account by or for you during your new user trial period will be permanently lost unless you purchase a subscription to the services or export your information before the end of the new user trial period.

2.1.2 Existing Users

If you have an account for our Services as of Feb 19, 2022 ("Existing User"), we grant you a non-exclusive, personal, non-transferable limited right to access and use the Services on a limited basis and a non-exclusive, personal, non-transferable, limited right to use any computer software or data furnished by us for access to or use of or in connection with the Services for your Trial Use during the Existing User Trial Period, subject to your full compliance with the terms and conditions sets forth in this Agreement and with our Policies and Procedures, and you hereby grant and make all rights, waivers, and releases set forth in this Agreement that are granted and made by the person addressed as "you" in this Agreement, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies, or benefits under this Agreement other than the limited, non-exclusive, non-transferable, personal right under this Section 2.1.2 to sign-in and make Trial Use of the functionality of the Services. You acknowledge that the Services provided to you for Trial Use under this Section 2.1.2 are only a limited subset of the Services that are made available by us and may not contain all of the Services described in this Agreement nor that are made available to users who have paid for a Subscription to the Services. Notwithstanding the applicable provisions of Section 16, you also acknowledge that your access to the Services may be terminated by us at any time, for any reason or no reason at all, with or without notice. You also hereby acknowledge and agree that your right to use the Services for your Trial Use to the Services will immediately convert into a Limited Access License at the end of your Existing User Trial Period, unless and until you complete the ordering process for a Subscription to the Services, in which case your right to use the Services for your Trial Use will immediately convert to a Subscription to the Services as set forth in the Therapia SaaS Agreement.

2.2 Limited Access License

If you are an Existing User and you do not complete the ordering process for a Subscription to the Services at the end of your Existing User Trial Period, we may provide to you, for a period to be determined by us at our sole discretion, a limited access account for you to solely view and download Your Information contained in your account for your internal business purposes. Accordingly, we grant you a non-exclusive, personal, non-transferable limited right to access the Services on a limited basis solely to view and download Your Information in your account, subject to your full compliance with the terms and conditions set forth in this Agreement and with our Policies and Procedures. You hereby grant and make all rights, waivers, and releases set forth in this Agreement that are granted and made by the person addressed as "you" in this Agreement. Still, you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies, or benefits under this Agreement other than the limited, non-exclusive, non-transferable, personal right under this Section 2.2 to sign-in to the Services solely to view and download Your Information. Notwithstanding the applicable provisions of Section 16, you also acknowledge that your Limited Access License to the Services may be terminated by us at any time, for any reason or no reason at all, with or without notice.

2.3 Third-Party Services

The Services include certain third-party software, services, data, or applications that may require that you enter into separate agreements with third parties. We may also make available optional services, either directly or through integrations with the Services provided by third parties, such as billing, electronic prescribing, and clinical laboratory reporting services. You will comply with and, upon request, execute any agreements or acknowledgments that may be required for the use of such software or services, and hereby agree to comply with the terms of any license or other Agreement relating to third-party products included in the Services or made accessible to you through the Services. Additionally, your use of the Services or such third-party products or services will constitute your Agreement to be bound by the terms of all licensing, subscription, and similar agreements relating to such use.

2.4 Restrictions on Use

You will not:
(a) use the Services for time-sharing, rental, or service bureau purposes;
(b) make the Services, in whole or in part, available to any other person, entity, or business;
(c) copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used by the Services; or
(d) modify, combine, integrate, render interoperable, or otherwise access for purposes of automating data conversion or transfer, the Services or associated software with any other software or services not provided or approved by us.
You will obtain no rights to the Services except for the limited rights to use the Services expressly granted by this Agreement.

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3. Access to the Services

3.1 Access Rights of Providers and their Authorized Workforce

3.1.1 Provider of Record (also known as User of Record)

We offer the Services to Providers and natural persons who are members of such Providers' Authorized Workforce, as more fully described in this Section 3.1. All persons who sign up for an account on behalf of a Provider must furnish, among other things, that Provider's full legal name and fictitious business name(s) (i.e., trade name, d/b/a, or "doing business as") as part of the sign-up process. We treat the Provider in whose name the account is established as the owner of all User accounts associated with such Provider, and we call this Provider the "Provider of Record." The Provider of Record may be changed in accordance with Section 19.1.

3.1.2 Authorized Representatives

An authorized representative of a Provider may obtain an account on behalf of such Provider and may have administrative privileges on the account. We call the person(s) authorized to act on behalf of a Provider the "Authorized Representative(s)" of such Provider. The Provider and Authorized Representative may be the same person. If you are establishing an account or taking any action with respect to a Provider's account, you represent and warrant that (a) you have the authority to act on such Provider's behalf either as owner/principal or as a member of such Provider's Authorized Workforce, (b) the information you submit is complete and accurate, and (c) you have the authority to enter into this Agreement on behalf of such Provider and bind such Provider to the covenants, obligations, restrictions, limitations, acknowledgments, Consents, representations, warranties, grants, waivers and releases contained in this Agreement. If you are an Authorized Representative, you recognize that you have no personal rights with respect to such Provider's account and that such Provider may change the Authorized Representative at any time, for any or no reason, with or without notice.

3.1.3 Authorized Workforce

If you are a member of a Provider's Authorized Workforce, and such Provider has authorized you to access the Services on its behalf by authorizing a Credential for you, then you are authorized under this Agreement to access the Services solely on behalf and at the direction of such Provider. As such, you may sign in and use the functionality of the Services solely on behalf and at the direction of such Provider. You consent to and authorize the disclosure to such Provider of any content related to or otherwise generated by your use of the Services, including secure messages. You hereby agree and acknowledge that you are subject to, and we may enforce against you, all of the covenants, obligations, restrictions, limitations, acknowledgments, Consents, representations, and warranties set forth in this Agreement that apply to the person addressed as "you" in this Agreement, and you hereby grant and make all rights, waivers, and releases set forth in this Agreement that are granted and made by the person addressed as "you" in this Agreement, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under this Agreement other than the limited, non-exclusive, non-transferable, personal right under this Section 3.1.3 to sign in and use the functionality of the Services solely on behalf and direction of such Provider. Notwithstanding the applicable provisions of Section 16, you acknowledge that your access to the Services may be terminated by the Provider or us at any time, for any reason or no reason at all, with or without notice.

3.2 Territory Restrictions

We offer the Services only to Providers based in the United States or its territories, and such Providers' Authorized Workforce based in the United States or its territories. If you are not based in the United States or its territories, you may not use the Services and must discontinue use of the Services immediately.

3.3 Verification

You agree that your use of the Services, or certain features or functionality of the Services, may be subject to verification by us of your identity and credentials as a health care provider or health care professional and to your ongoing qualification as such. You agree that we may use and disclose Your Personal Information for such purposes, including inquiring from third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. Notwithstanding the applicable provisions at Section 16, you agree that we may terminate your access to or use of the Services at any time if we are unable at any time to determine or verify your identity, qualifications, or credentials.

3.4 Permitted Uses

3.4.1

Subject to the terms of this Agreement, you may use Your Health Information for any purpose expressly permitted by applicable law, including treatment, payment, and health care operations.

3.4.2

If you are granted access rights to another user of the Services’ Protected Health Information through Therapia Connect or another component of the Services, you may use such information for treatment and for obtaining payment for treatment; provided that, except as expressly authorized in our Policies and Procedures,
(i) you may access only information pertaining to individuals with whom you have a treatment relationship or for whom a provider who has a treatment relationship with the individual has requested a professional consultation from you, or from whom you have received authorization to use their health information; and
(ii) you may use only the minimum necessary information for payment purposes.

3.4.3

You will not use the Services for any purposes other than those described in Section 3.4.1 or Section 3.4.2. In particular, you will not:
(a) reproduce, publish, or distribute content in connection with the Services that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary rights; nor
(b) use the Services to transmit illegal, obscene, threatening, libelous, harassing, offensive messages, or otherwise unlawful material.
(d) Circumvent any technical measures we have put in place to safeguard the Services or the confidentiality, integrity, or accessibility of any information housed thereon, or any technical measures we have put in place to restrict access to the Services solely to the class of persons expressly so authorized pursuant to Sections 3.1.1 through 3.1.3; and
(e) Access any portion of the Services other than with a commercial browser (such as Microsoft Edge, Mozilla Firefox, or Google Chrome) or mobile applications developed and operated by us.

In addition, to further safeguard the confidentiality, integrity, and availability of the information and other elements housed in the Services, as well as the stability of the Services, you agree you will not, nor attempt to, or authorize anyone to, or attempt to:

(i) Abuse or misuse the Services, including gaining or attempting to gain unauthorized access to the Services, or altering or destroying information housed in the Services;
(ii) use the Services in a manner that interferes with other users' use of the Services;
(iii) use the Services in any manner that violates our Policies and Procedures; or
(iv) use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the Services.

3.5 Clinical Support Information; Information Exchange

We may provide information to assist you in clinical decision-making. This may include information and reminders concerning drug interactions, allergies, dosages, and general health-care-related information and resources. We may also provide forums for our users to exchange information. You agree that the information and materials available through the Services are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis, or treatment or substitute your professional judgment. Information may be placed in the Services by us and by third parties beyond our control, including funding sources of such information. We are not responsible for the accuracy or completeness of information available from or through the Services. You assume full risk and responsibility for using the information you obtain from or through the Services. Neither we nor any of our licensors or data providers are responsible or liable for any claim, loss, or liability arising from the use of the information.

We do not recommend or endorse any provider of health care or health-related products, items, or services, and the appearance of materials in the Services relating to any such products, items, or services is not an endorsement or recommendation. You will review the definitions, functionality, and limitations of the Services and make an independent determination of their suitability for your use. We and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the Services for any purpose.

3.5.1 Use Of The Site, Content

You acknowledge and agree that:
(a) content is provided solely for informational purposes. Content is not medical advice or a substitute for medical advice.
(b) Therapia Software LLC does not endorse or recommend any product or Service referred to on the site or any healthcare practitioner referred to or listed in the directory.
(c) Therapia Software LLC is not responsible for your or any health care provider’s advice or services, including but not limited to assessments, recommendations, and/or diagnosis.
(d) Each User must exercise their professional judgment in determining whether and how to use any content and/or Therapia Software LLC services. Reliance on any information appearing on or provided in relation to our Service is solely at your own risk. Content is protected by the United States and worldwide copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction, or modification of the content by any person may violate trademark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of our services and prevent any unauthorized copying of the content.

3.6 Safeguards

3.6.1

You will implement and maintain appropriate administrative, physical, and technical safeguards to protect information within the Services. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your Workforce to transmit, store, and process electronic health information through the use of the Services.

You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Services, and you will take such actions to mitigate the breach, suspected breach, or unauthorized use or disclosure of information within or obtained from the Services as we may direct, and will cooperate with us in investigating and mitigating the same.

3.7 User Identification

We authorize you and your Authorized Workforce to use the Credentials uniquely assigned to, or selected by, each such individual User. You do not acquire ownership rights in any such Credentials, and the Provider of Record or we may revoke, reset, or alter such Credentials at any time. You will adopt and maintain reasonable and appropriate security precautions for your Credentials to prevent their disclosure to or use by unauthorized persons. Each member of your Authorized Workforce shall have and use a unique identifier. You will ensure that no member of your Workforce uses Credentials assigned to another Workforce member.

3.8 No Third-Party Access

Except as required by law, you will not permit any third party (other than persons who satisfy the definition of Authorized Workforce and meet the requirements of Section 3.1.3) to use or access the Services without our prior written Agreement. Nor will you authorize or assist any person or entity in accessing, or attempting to access, any portion of the Services via any means other than a commercial browser (such as Microsoft Edge, Mozilla Firefox, or Google Chrome) or a mobile app that we have authored and provided to you. You will promptly notify us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the Services. You will cooperate fully with us in connection with any such demand. You will also notify us if any person or entity, whether or not a member of your Authorized Workforce, (a) attempts to access the Services by any means other than a commercial browser, (b) claims to offer a service or system that "integrates with" our Services, or (c) requests to use your Credentials or requests that you obtain Credentials to access the Services in a manner that would violate this Agreement if you engaged in such activity.

3.9 Your Workforce

You may permit your Authorized Workforce to use the Services on your behalf, subject to the terms of this Agreement. You will:

1. Require each member of your Authorized Workforce to have unique Credentials and will provide the legal name(s) of each such member for which you are seeking Credentials;
2. Train all members of your Authorized Workforce in the requirements of this Agreement and the Policies and Procedures relating to their access to and use of the Services, and ensure that they comply with such requirements;
3. Take appropriate disciplinary action against any member of your Workforce who violates the terms of this Agreement or the Policies and Procedures;
4. Ensure that only the person to whom a specific set of Credentials have been assigned accesses the Services with such Credentials; and
5. Immediately notify us of the termination of employment of any member of your Authorized Workforce or of your withdrawal of authorization for any such person to access the Services.

3.10 Personal Health Record

You may make available to your patients portions of their medical records through a web-based personal health record portal that we operate on your behalf (a "Patient Portal" (also known as “Client Portal”)). You are responsible for granting Patient Portal access privileges to your patients, either on an individual basis or for your entire patient population. You are solely responsible for the information you make available through a Patient Portal. Health information included in Patient Portals will be held and administered by us on your behalf subject to the terms of this Agreement and our business associate obligations stated in Section 9.

3.11 Forums (Community Forums)

We may offer forums for the exchange of information among our users. If you choose to participate in these forums, you will comply with all applicable forum rules. In particular, you understand that we do not assure the accuracy, reliability, confidentiality, or security of information made available through the use of such forums. You acknowledge that any information you post in a forum is available to the public and may result in your receiving communications from others outside of our site. You are responsible for safeguarding the privacy of your and your patients' personal information when you participate in forums, discussion groups, and the like. You agree not to disclose individually identifiable health information through such forums.

3.12 Compliance with Law

You are solely responsible for ensuring that your use of the Services complies with applicable law, including laws relating to maintaining patients' privacy, security, confidentiality, and other health information. You will not grant any user, including members of your Authorized Workforce, rights to access or use our Services that they would not be allowed to have under applicable laws. In using the Services, You are solely responsible for compliance with all laws relating to the transmission of text messages, automated or pre-recorded phone calls, faxes, email, and other communications for refill reminders, appointment reminders, bill pay reminders, or other purposes, including, without limitation, the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, the Telephone Consumer Protection Act of 1991, Do-Not-Call legislation, and all similar international, federal, or state laws. Without limiting the foregoing, you are solely responsible for obtaining any consent or other permission required by such laws from your patients or other individuals to send any communication to your patients or other individuals. We offer no assurance that your use of the Services under the terms of this Agreement will not violate any law or regulation applicable to you. You acknowledge that we may share Your Information with third parties if we believe in good faith that disclosure of Your Information is necessary to (i) comply with a court order, warrant, or other legal processes, (ii) protect the rights, property, or safety of Therapia Software or others, (iii) investigate or enforce suspected breaches of this Agreement, or (iv) allow our third-party partners to comply with their obligations under federal or state law.

3.13 Professional Responsibility

You will be solely responsible for the professional and technical services you provide. We make no representations concerning the completeness, accuracy, or utility of any information in the Services or the qualifications or competence of persons who placed it there. We are not liable for any harm caused to you or your patients as a result of your use of the Services.

3.14 Cooperation

You will cooperate with us in the administration of the Services, including providing reasonable assistance in evaluating the Services and collecting and reporting data requested by us for purposes of administering the Services.

3.15 Indemnification

You hereby agree to indemnify, defend, and hold harmless other users and us, and our and their respective affiliates, officers, directors, employees, and agents, from and against any claim, cost, or liability, including reasonable attorneys' fees, arising out of or relating to
(a) the use of the Services by you or your Workforce;
(b) any breach by you or your Workforce of any representations, warranties, or agreements contained in this Agreement;
(c) the actions of any person gaining access to the Services under Credentials assigned to you or a member of your Workforce;
(d) the actions of anyone using Credentials assigned to you or any member of your Workforce that adversely affects the Services or any information accessed through the Services; and
(e) your negligent or willful misconduct, or that of any member of your Workforce.

Your indemnifications obligations in this Agreement (including this Section 3.15) are cumulative and are not intended to, nor do they, limit your indemnification obligations elsewhere in this Agreement or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event, or transaction.

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4. Use of Information

4.1 Purpose of Services

The purpose of the Services is to store Your Health Information and (i) to make it available to you and your Authorized Workforce for any legal purpose, including treatment, payment, and health care operations; (ii) to facilitate the sharing of individuals' health information among users and other parties with whom you or your Authorized Workforce members elect to share such information; and (iii) to make health information available to your patients through the Patient Portal. You may make Your Health Information accessible to other users of the Services, other individuals and entities, or to your patients through the Services for these purposes. You authorize us, as your business associate, to use and disclose Your Information as follows:

4.1.1

We will permit access to Your Health Information to you and your Authorized Workforce. You are responsible for ensuring that your use of Your Health Information is consistent with the relevant legal restrictions.

4.1.2

We will permit access to Your Health Information to your patients to whom you have enabled to receive access through our Patient Portal.

4.1.3

We will permit access to Your Information by health care providers, covered entities, and their business associates to whom you have consented to provide access to the Services and who have otherwise agreed to integrate with our systems. We will obtain your Consent before making your health information available to other providers, covered entities, and their respective business associates. You acknowledge that once we have granted access rights to another provider or covered entity (or their respective business associates), we have no control over the uses and disclosures that such person or entity makes of Your Health Information, and the recipient may be subject to its own legal or regulatory obligations (including HIPAA) to retain such information and make such information available to patients, governmental authorities, and others as required by applicable law or regulation.

4.1.4

We may disclose or permit access to Your Information to entities such as but not limited to health plans, health care clearinghouses, medical groups, independent practice associations, your authorized service providers, and other parties responsible for payment and their business associates to obtain (or confirming eligibility or authorization for) payment for services you provide, unless you advise us in writing that, with respect to a specific service provided to a specified patient, such Patient has paid out of pocket in full for the Service to which the health information relates, and has requested that it not be disclosed to their health plan.

4.1.5

We may De-Identify Your Information and use and disclose De-Identified Information for any purpose whatsoever, including as provided by Section 5 and Section 7.2.

4.1.6

We may create limited data sets from Your Health Information and disclose them for any purpose for which you may disclose a limited data set; and you hereby authorize us to enter into data use agreements on your behalf for the use of limited data sets, in accordance with applicable law and regulation.

4.1.7

We may use Your Information to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the Services makes available, to render these reports to You or for any of the purposes described in our Therapia Software Privacy Policy. Preparation of such analyses and reports may include the use of data aggregation services relating to your treatment and health care operations, which we may perform using Your Health Information. Such reporting will be done in a manner that does not make any disclosure of Your Health Information that you would not be permitted to make.

4.1.8

We may use Your Information for the proper management and administration of the Services and our business and to carry out our legal responsibilities, including us disclosing such information to one of our business associates that has entered into a business associate agreement in accordance with Section 9.4 below. We may also disclose Your Information for such purposes if the disclosure is required by law or we obtain reasonable assurances from the recipient that it will be held confidentially.

4.1.9

We may use Your Health Information and Directory Information (defined below) to enable functionality so that you may contact your patients for treatment and health care operations messages, including sending appointment notifications and messages about currently prescribed medications or post-visit treatment satisfaction surveys, invitations, and administrative messages concerning Patient Portal access, and the like as well to provide information about health-related products or services you provide. With your Consent, we may request authorization from your patients to use or disclose their health information for any purpose for which use or disclosure may be made with appropriate authorization, including marketing and research purposes.

4.1.10

From time to time, we may incorporate information we receive from your authorized service providers (including Third-Party Applications as discussed in Section 11.2), our third-party partners, or covered entities (and their business associates) who are providing or paying for medical services for one or more of your patients, into the Services we provide to you. Such information may include, without limitation, clinical information such as lab results, imaging results, eligibility information, prior authorizations, and prescription history; and shall, upon incorporation into the Services, be treated as "Your Health Information" for all purposes hereunder. You hereby authorize us to request and receive such information on your behalf from such authorized service providers or our third-party partners.

4.1.11

We may use or disclose Your Health Information for other purposes, as from time to time described in our Policies and Procedures; provided that we will not make or permit any such use or disclosure that would violate applicable law or regulation if made by you or your business associate.

4.1.12

We may use Your Information to provide you with notifications regarding Your patients’ potential eligibility for certain programs, including savings programs, coupons, sampling, educational, safety, adherence or treatment support materials, or other programs (“Patient Support Programs”) as well as to administer the Support and Assessment Resources more fully described in Section 6 below. These notifications and materials are not a substitute for your professional medical judgment pertaining to the appropriateness of any such program for a given patient. We may receive remuneration in connection with presenting you with these Patient Support Programs or Support and Assessment Resources. Additionally, we may disclose Personal Information about you to administrators of the Patient Support Programs or Support and Assessment Resources for recordkeeping, corporate integrity, or regulatory reporting purposes.

4.2 Responsibility for Misuse by Other Users

You acknowledge that in granting access to the Services for the purposes set forth in Section 4.1, we will rely on the assurances of the recipients of the information. While the Services will contain certain technical safeguards against misuse, you acknowledge that it will rely substantially on the representations and undertakings of users of the Services. You agree that we will not be responsible for any unlawful access to or use of Your Health Information by any user resulting from the User’s misrepresentation to us or breach of the User’s user agreement or our Policies and Procedures.

4.3 Specially Protected Information

We apply the Privacy Rule standards in permitting access to the Services. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of health information or health information pertaining to certain classes of individuals. You agree that you are solely responsible for ensuring that Your Health Information may properly be disclosed for the purposes set forth in Section 4.1, subject to the restrictions of the Privacy Rule and applicable law, including those laws that may be more restrictive than the Privacy Rule.

4.4 Therapia Connect

With your Consent, we will make your online health record for any patient you designate accessible to any other user of the Services or any third party you approve. You may revoke your Consent with respect to any other user at any time. If you revoke your Consent, the approved User will continue to have the ability to view the health record in the form in which it existed at the time you revoked your Consent but will not be able to view changes made to the record after that, and will not be able to edit the record. You and your Workforce are fully responsible for the information in any chart that you share. You or your Workforce should not share patient information that violates any state or federal laws. In any event, but especially in cases of potential fraud, misuse, or abuse of the Services, we reserve the right, in our sole judgment, to revoke, remove, cancel, or deny continued access to any health record or any Therapia Connect request.

4.5 Provider Directories

We may include your Directory Information (defined below) in our (a) "Public Provider Directories," which are electronic directories for patients and the general public; and (b) "Professional Provider Directories," which are electronic directories for Providers and other members of the healthcare community ((a) and (b) collectively, "Provider Directories"). Provider Directories may be made available in various electronic formats, including searchable databases, Provider landing pages, interactive reference tools, reference lists, and integrated look-up features. Listing in the Provider Directories is subject to eligibility criteria, which may differ between the Public Provider Directory and Professional Provider Directory.

A Provider's "Directory Information" includes the Provider's name, name(s) of physicians or other healthcare professionals associated with a Provider, associated specialties, Provider's business telephone number(s) and physical address(es), National Provider Identifiers, and the Provider's available appointment slots, as each is indicated from information, a Provider has inputted or imported into the Services.

4.6 Care Coordination and Clinical Data Exchange

We will enable Clinical Data Exchange between You and your business associate(s) or those covered entities (and their respective business associates), including health systems, Accountable Care Organizations, and payers, who desire to transmit such data to you with respect to patients they have a treatment or payment relationship or with whom you have Consented to provide such data. You are solely responsible for ensuring that You have all necessary consents from Your patients applicable to the sharing of any of Your Health Information under applicable law with respect to each Transmission Partner with whom you have Consented to share any information under this Section 4.6.

4.7 User Obligations

“Therapia Software LLC is only responsible for providing the technology and support to access and use its multiple software and Sites.”

1. Therapia Software LLC is not responsible or liable for the privacy practices of Users or any claims or damages arising out of or connected with the same.
2. You will comply with all applicable laws pertaining to the protection and confidentiality of personal health information (“PHI”) and applicable privacy policies as made available on the Site.
   • (a) Access PHI only as necessary to provide health care or assist in providing health care or otherwise as permitted or required by law;
   • (b) Not access, use, or disclose PHI contrary to a consent directive permitted under HIPAA or other forms of withdrawal of Consent, except as permitted or required by law;
   • (c) Securely transfer information that you need to maintain to comply with your record keeping requirements from Therapia Software LLC applications to your records; should you use Therapia Software LLC Services as your sole repository of records, you do so at your own risk;
   • (d) As an Agent of your Member Organization, assume responsibility for the appropriate and secure management of any PHI copied, exported, printed, and/or otherwise transferred by you from Therapia Software LLC applications, and ensure that such PHI is managed in accordance with your Member Organization’s privacy policies and HIPAA;
   • (e) Obtain and manage patient Consent in accordance with applicable law and professional standards;
   • (f) Complete privacy and security training as required by Therapia Software LLC in advance of using Therapia Software LLC Services;
   • (g) Read and implement applicable Therapia Software LLC policies, procedures, user guides, best practices, or other documentation made available to you;
   • (h) Never copy, save, or export PHI onto unencrypted portable devices;
   • (i) Not disclose your Credentials to any third party, and take all reasonable steps to protect the confidentiality of PHI, such as logging out after sessions;
   • (j) Comply with any requirements of your Member Organization if recording sessions by any means, including attaching recording devices or software to a video conferencing event.

You acknowledge and agree that Therapia Software LLC may suspend or terminate your right to use its Services if it determines that your acts or omissions threaten the security or integrity of confidential information, personal information, and/or PHI. Where reasonably practicable, in its sole determination, Therapia Software LLC will provide a thirty (30) day remedy period before suspending or terminating a User account.

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5. Providing Physician Data to Payers and Others

Without limiting the provisions of Section 7.2, you agree that we may provide De-Identified Health Information and other information (including Your Personal Information and information concerning your practice) to any medical group, independent practice association of physicians, health plan, or other organization with which you have a contract to provide medical services, or to whose members or enrollees you provide medical services. Such information may identify you but will not identify any individual to whom you provide services. Such information may include aggregated data concerning your patients, diagnoses, procedures, orders, and the like.

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6. Support and Assessment Resources; Advertising

We may also present to you, through the Services (including via emails, displays, or advertisements) or the use of Your Information, the opportunity to utilize or engage in clinical decision support or assessment resources or informational programs ("Support and Assessment Resources"). These may also include "Patient Support Programs" as described in Section 4.1.12. We may also place advertisements concerning the products and services of third parties throughout the Services. Such Support or Assessment Resources or advertisements may be funded or sponsored by third parties and may include branded or unbranded content about medical conditions, treatments, and products, or safety and regulatory information resources. They may also include opportunities to participate in informational surveys or studies or discuss potential clinical trials or other research programs with your patients. We may receive remuneration from the funding sources or sponsors to present you with Support and Assessment Resources or display their advertisements.

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7. Intellectual Property Rights

7.1 Individually Identifiable Health Information

You retain all rights with regard to Your Health Information, and we will only use such information as expressly permitted in this Agreement.

7.2 De-Identified Information

In consideration of our provision of the Services, you hereby transfer and assign to us all right, title, and interest in and to all De-Identified Information that we make from Your Information pursuant to Section 4.1.5. You agree that we may use, disclose, market, license, and sell such De-Identified Information for any purpose without restriction and that you have no interest in such information or the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this Section are the principal consideration for the provision of the Services, without which we would not enter into this Agreement.

7.3 Other Works and Information

You hereby grant to us a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any information, material, or work product—other than Your Information that has not been De-Identified—that you provide to this site or the Services. You warrant and agree that any material you provide will not infringe or otherwise violate the intellectual property or other rights and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law.

7.4 Ownership

All rights, title, and interest in and to the Services and the structure, organization, and arrangement thereof, are and shall remain the exclusive property of us and/or our licensors and is protected by law. Under no circumstances will you acquire any ownership rights or other interest in the Services. Except for the limited rights granted herein, all other rights are reserved. You will not remove, deface, or obscure any of our copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services.

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8. Individuals' Rights

You are solely responsible for affording individuals their rights with respect to relevant portions of Your Health Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the Services other than Your Health Information.

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9. Business Associate Provisions

In maintaining, using, and affording access to Your Health Information in accordance with this Agreement, we will, in accordance with the requirements of HIPAA, as such requirements are informed by the guidance given by the United States Department of Health and Human Services:

1. Not use or disclose such information except as permitted or required by this Agreement or as required by law;
2. Use appropriate safeguards with respect to Your Health Information to prevent the use or disclosure of such information in a manner inconsistent with the provisions of this Agreement;
3. Report to you any use or disclosure of Your Health Information not provided for by this Agreement of which we become aware;
4. In accordance with HIPAA, ensure that any subcontractors that create, receive, maintain, or transmit Your Health Information on our behalf agree to the same restrictions, conditions, and requirements that apply to us with respect to such information;
5. Make available to you Your Health Information in furtherance of your obligations under HIPAA;
6. Make available to you Your Health Information in furtherance of your obligations to amend and incorporate any amendments to such information;
7. Maintain and make available Your Health Information to provide an accounting of disclosures in accordance with HIPAA;
8. To the extent that we are to carry out your obligations under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to you;
9. Make our internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by us on your behalf, available to the Secretary of HHS for purposes of determining your compliance with the Privacy Rule; and
10. At the termination of this Agreement, we will provide the Provider of Record with a copy of Your Health Information in an electronic form accessible through commercially available hardware and software. If it is not feasible to return or destroy the data, we will continue to protect it in accordance with this Agreement and HIPAA.

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10. Computer Systems

You agree and acknowledge that you will be required to acquire, install, configure, and maintain all hardware, software, and communications systems necessary to access the Services (your "Implementation"). Your Implementation will comply with the specifications from time to time established by us. You will ensure that your Implementation is compatible with the Services. If we notify you that your Implementation is incompatible with the Services, you will eliminate the incompatibility, and we may suspend Services to you until you do so.

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11. Third-Party Services

11.1

We may also present to you, through the Services or the use of Your Information, the opportunity to learn about, access, integrate with, or otherwise use services operated by third parties (each a "Third-Party Service"). If you choose to sign-up for or utilize a Third-Party Service, that Third-Party Service may access Your Information. Although we may receive remuneration from the operators or sponsors of these Third-Party Services, we do not endorse any Third-Party Services, and you are responsible for evaluating any Third-Party Services prior to signing up for, accessing, or integrating them.

11.2

We are not responsible for the quality or efficacy of any Third-Party Services or their information privacy or security practices, and we have no responsibility for the information, goods, or services offered or provided by the operators of such Third-Party Services.

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12. Fees and Charges

12.1 Subscription fees. The Subscription Fees and other Miscellaneous Charges include but are not limited to Add-On and One Time Charges shall be paid in accordance with the Therapia SaaS Agreement.

12.2 Payment. The Service Fees and any Miscellaneous Charges shall be paid in accordance with the Therapia SaaS Agreement.

12.3 Late Charges. The Service Fees and any Miscellaneous Charges shall be paid in accordance with the Therapia SaaS Agreement.

12.4 Taxes. All charges and fees shall be exclusive of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future, and you agree to pay any tax (excluding taxes on our net income) that we may be required to collect or pay now or at any time in the future.

12.5 Other Charges. You are responsible for any charges you incur to use the Services, such as telephone and equipment charges and fees charged by third-party vendors.

12.6 Payment Information; Method of Payment. By providing payment information to us, you hereby represent and warrant that you are authorized to use the payment method you provide, that such information is accurate, and that we are authorized to charge you for the applicable Services.

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13. Confidential Information

You may not disclose our Confidential Information to any other person, and you may not use any Confidential Information except for the purposes described in this Agreement. Except as otherwise provided in this Agreement, you may not, without our prior written Consent, at any time, during or after the Term of this Agreement, directly or indirectly, divulge or disclose Confidential Information for any purpose. You agree that we will suffer irreparable harm if you fail to comply, and monetary damages will be inadequate to compensate us for any such breach.

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14. Disclaimer, Exclusion of Warranties, and Limitation of Liability

14.1 Carrier Lines

You acknowledge that access to the Services will be provided over various facilities and communications lines (collectively, "carrier lines") owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond our control. We assume no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines.

14.2 No Warranties, No Service Level Guarantees

Access to the Services and the information contained on the Services are provided "AS IS" and "AS AVAILABLE" without any warranty of any kind, and we disclaim all warranties, expressed or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title. We do not guarantee any level of service availability or quality.

14.3 Conditions for Breach

We will not be deemed to violate this Agreement unless you have first given us written notice specifying the nature of the default, and we have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.

14.4 Other Users

You acknowledge that other users have access to and are using our Services, and the actions of such other users are beyond our control. Accordingly, we do not assume any liability for or relating to any impairment of the privacy, security, confidentiality, or integrity of any information in the Services resulting from any user's actions or failures to act.

14.5 Unauthorized Access; Lost or Corrupt Data

We are not responsible for unauthorized access to your data, facilities, or equipment by persons using the Services, or for unauthorized access to, alteration, theft, corruption, loss, or destruction of your data files, programs, procedures, or information through the Services.

14.6 Limitation of Liability

The Company shall not be liable for any direct, indirect, special, incidental, or consequential loss or damage, whether based on contract or tort or any other legal theory. If notwithstanding the other provisions of this Agreement, the Company is found to be liable to the User(s), liability under this Agreement, regardless of theory of liability, shall be limited to the aggregate fees paid by the User(s) under this Agreement for the one (1) month preceding the event first giving rise to the claim. Certain jurisdictions do not allow exclusions on certain damages and liabilities; in such cases, the above exclusion may not be applicable and in the jurisdictions wherein such exclusions are permitted, then the exclusion shall apply to the fullest extent.

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15. Insurance

You will obtain and maintain such general liability policies, errors and omissions, and professional liability insurance with reputable insurance companies as is usually carried by persons engaged in your business covering the term of this Agreement.

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16. Term; Modification; Suspension; Termination

16.1 Term

The initial term of this Agreement shall commence on the date you "sign up" for the Services and continue for one (1) year, and thereafter automatically continue until terminated as provided in this Section 16.

16.2 Termination upon Notice

Notwithstanding Section 16.1, you or we may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to the other Party.

16.3 Modification

We may update or change the Services or the terms set forth in this Agreement from time to time. Your continued use of the Services after the Agreement has been updated or changed constitutes your acceptance of the revised Agreement.

16.4 Termination, Suspension, or Amendment as a Result of Government Regulation

Notwithstanding anything to the contrary in this Agreement, we have the right, on notice to you, immediately to terminate, suspend, or amend this Agreement to comply with any provision of law, or if performance of any term of this Agreement by either Party would violate the law.

16.5 Judicial or Administrative Procedures; Credentialing

We may terminate this Agreement immediately upon notice to you if (a) you are named as a defendant in a criminal proceeding; (b) you are found to have violated federal or state law relating to the privacy or security of health information; (c) you are excluded from participation in a federal or state health care program; or (d) we are unable to verify your qualifications.

16.6 Suspension of Access

We may suspend access to the Services immediately pending your cure of any breach of this Agreement or if we determine, in our sole discretion, that access to or use of all or a portion of the Services by you may jeopardize the Services. Our election to suspend the Services shall not waive or affect our rights to terminate this Agreement.

16.7 Obligations after Termination

Upon termination of this Agreement, you will (i) cease all use of the Services, (ii) pay the outstanding balance of any fees due to us, and (iii) remove all software provided under this Agreement from your computer systems. All provisions of the Agreement which, by their nature, should survive termination shall survive termination, including Sections 1, 3.15, 5, 7, 9.10, 11.2, 12 through 15, 16.7, 17, 18, 19.3, and 20 through 27.

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17. Applicable Law

The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of the State of Georgia, without regard to its conflicts of laws provisions. If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in the City and County of Peachtree City, Georgia.

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18. Arbitration

18.1

Except for claims by either Party under any of the sections of this Agreement listed in section 18.2, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be subject to final and binding arbitration governed by the federal arbitration act (9 u.s.c §§ 1 et seq.).

18.2

This Agreement to arbitrate shall not apply to claims by any party brought under and to enforce any one or more of the following sections of this Agreement: 2.1; 2.2, 3.1.2; 3.1.3; 3.4.3(c), (d), or (e); 3.8; 3.9; or, to the extent applicable to the foregoing sections, 16.7.

18.3

The parties agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, class member, or private attorney general in any purported class, representative, or private-attorney-general proceeding.

18.4

Any part of this Agreement to arbitrate that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision of this Agreement to arbitrate.

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19. Amending Provider Information; Assignability of this Agreement; Assurances

19.1 Amending Provider Information

If you are a Provider of Record, you are required to submit to us all information necessary to confirm yourself as the Provider of Record and maintain the accuracy of such information, in a timely fashion, during the Term of this Agreement.

19.2 Assignments

This Agreement may be transferred in its entirety by a Provider of Record in connection with the sale, transfer, or reorganization of all or substantially all of the practice or business to which this Agreement relates, subject to certain conditions. Except as expressly set forth, you may not assign or transfer this Agreement without our prior written Consent.

19.3 Assurances

By requesting or directing us to take any action described in Section 19.1 or 19.2, you represent and warrant that (i) you have the authority to act on such Provider's behalf, and (ii) your request or direction is not in furtherance of any purpose or action that would violate any provision of this Agreement.

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20. Supervening Circumstances

No Party shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement because of circumstances beyond its reasonable control (including acts of God, severe weather, labor unrest, or governmental actions).

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21. Severability

Any provision of this Agreement that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.

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22. Notices

Any and all notices required or permitted under this Agreement shall be sent by United States mail to the address provided below or to such other addresses as the Parties may designate in writing. If you supply us with an electronic mail address, we may give notice by email message addressed to such address.

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To us:
Therapia Software LLC
401 Westpark Court
Suite 200
Peachtree City, GA 30269
United States

To you, at the current contact information on file with us when notice is given.

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23. Waiver

No term of this Agreement shall be deemed waived, and no breach excused, unless such waiver or Consent shall be in writing and signed by the Party claimed to have waived or consented.

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24. Complete Understanding; Amendments

This Agreement, together with the Therapia SaaS Agreement, Therapia Software Terms of Use, and Therapia Software Privacy Policy, constitute the entire agreement between User(s) and the Company with respect to the Service(s) and supersede all previous communications. In the event of a conflict between any specific provision included in this Agreement and any other User Agreement, this Agreement shall control unless otherwise specified.

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25. No Third-Party Beneficiaries

Except as expressly provided for in Sections 2.2, 3.15, 14, and 19.3, nothing express or implied in this Agreement is intended to confer rights, remedies, or obligations upon any person or entity other than the Parties and their respective successors or assigns.

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26. Electronic Transactions

The Services may give you the ability to enter into agreements, authorizations, consents, and applications, make referrals, order lab tests, prescribe medications, or engage in other transactions electronically. You acknowledge that your electronic submissions via the Services in connection with such activities constitute your acknowledgment thereof and your Agreement and intent to be bound by such agreements and transactions.

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27. Privacy Policy

We provide the Services under this Agreement on our Sites. Your use of our Services is subject to our Therapia Software Privacy Policy. By using the Services, you consent to the terms of the Therapia Software Privacy Policy and acknowledge that you have reviewed our Therapia Software Privacy Policy.

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28. Amendments

We may update this notice (also referred to as 'agreement') from time to time. When we update this notice, we will post the changes on our services and update the “last updated” date on this page. Your continued use of the services following any changes to this notice indicates that you have read, agree to, and understood the practices described in the revised notice. The most current version of the agreement shall govern and supersede all previous versions.

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29. ELECTRONIC SIGNATURE

Electronic signatures are a type of electronic signature. Each party acknowledges that any electronic signatures included in this Agreement and those used for documents and notes within our software, whether digital or encrypted, are intended to authenticate documents and notes and have the same force and effect as manual signatures. Any electronic sound, symbol, or procedure attached to or logically related with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures, is referred to as a "electronic signature." Without limiting the generality of the foregoing, delivery of an executed counterpart's signature page of this Agreement by facsimile, electronic mail in portable document format (.pdf), or any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed counterpart's signature page of this Agreement by facsimile, electronic mail in portable document format (.pdf), or any other electronic means intended to preserve the original graphic and pictorial appearance of a document.

For avoidance of doubt, per the Electronic Signatures in Global and National Commerce Act (ESIGN), which in tandem with the Uniform Electronic Transactions Act (UETA) and Illinois -Law 5 ILCS 175/1-101 and New York - ESRA, electronic signatures are valid form of signatures for documents and notes within our software as well as within any contracts between you and us.

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Last Updated: 01/26/2025

Therapia Software Terms of Use

These terms of use (these “Terms”) apply to visitors of Therapia Software LLC (“” “Therapia Software,” “” “we,” or “our”) websites as well as registered users of our Therapia Software-branded information and technology services accessible through the Sites and related mobile applications (our “Services”). Please review these Terms carefully. Please also review our Therapia Software Privacy Policy which (together with our HIPAA Business Associate Agreement, if applicable) describes how our partners and we collect, use, and share certain information when you use our Services. You agree to these Terms and the applicable privacy policy by accessing our Services.

INTERPRETATION

In these Terms, “you” means the individual user of our Services. Suppose your access or use of our Services is, directly or indirectly, on behalf of one or more third parties (such as, without limitation, your employer or client, or your employer’s client, if your employer has been engaged to access our Services (any such employer, client or other third parties, a “Principal”)), then “you” also refers to such Principal. If you are using our Services on behalf of a Principal:
(a) you represent and warrant that you have the authority to bind, and have bound, such Principal to these Terms; and
(b) you agree to be jointly and severally liable for any breach of these Terms by Principal.

“Therapia Software LLC,” “we,” “our,” “us,” the “Company” means, collectively, Therapia Software LLC and our current and future subsidiaries and affiliates.

In addition, the words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The term “or” shall be construed to have the same meaning and effect as “and/or.” The words “herein,” “hereof,” and “hereunder,” and words of similar import shall be construed to refer to these Terms. The headings used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

These Terms, together with the Healthcare Provider User Agreement (also known as Provider User Agreement), Therapia SaaS Agreement, Therapia Software Privacy Policy,  Therapia Software Client Portal User Agreement, Therapia Software Family Portal User Agreement, constitute the entire agreement between you and Therapia Software LLC regarding any services accessed via our Services and supersede all previous communications, representations, or understandings, either oral or written, relating to the subject matter hereof; provided, however, (a) in the event of an express conflict between any specific provision included in these Terms and an express provision in a User Agreement, the provision set forth in User Agreement shall prevail, and (b) these Terms shall cover all rights, obligations, terms, and conditions not expressly addressed in such User Agreement. User Agreements consist of Healthcare Provider User Agreement, Therapia Software Client Portal User Agreement, and Therapia Software Family Portal User Agreement.

If you are a “Covered Entity” or a “Business Associate” under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), you also agree that our HIPAA Business Associate Agreement (BAA) governs how we process PHI on your behalf. The BAA is incorporated herein by reference, and in the event of conflict between these Terms and the BAA, the BAA shall control with respect to PHI.  If applicable to your needs, we can provide you with the BAA at any time by requesting the BAA via an email sent to info@therapiasoftware.com.

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1. ACCESSING OUR SERVICES

1.1 PUBLIC SERVICES

We make some Services available without registering or obtaining a password. We call these “Public Services.” You may make personal, non-commercial use of the Public Services so long as you comply with these Terms. This personal use includes linking to information appearing in the Public Services, provided you do not represent yourself as an employee, agent, or representative of Therapia Software LLC. Personal use also includes temporary caching by your browser or a proxy server.

Suppose you operate a free, public search engine that has made a public commitment to adhering to the robots.txt protocol, together with our Sitemaps and Crawl-delay directive (collectively, the “Protocol”). In that case, you may crawl, index, and publish hyperlinks (including so-called “deep links”) to the Public Services, so long as (i) you do so in compliance with the Protocol instructions published in appropriate locations on our Services, (ii) you do not directly or indirectly receive remuneration in connection with the provision or display of said hyperlinks and cached pages, and (iii) if we disallow your user-agent in our Protocol instructions or we otherwise notify you in writing, you shall cease all crawling of our Services. We call such a free, public search engine satisfying the requirements of clauses (i) through (iii) a “Public Search Engine,” and the Public Search Engine’s combined performance of clauses (i) through (iii), collectively, “Public Search Services.” We may revoke the foregoing authorizations at any time as indicated in our Protocol instructions.

We reserve all rights not expressly granted to you. This means that if you wish to use the Public Services in a way that is not authorized above, you must receive our permission prior to such use.

1.2 PROTECTED SERVICES

Some of our Services are protected by technical measures intended to safeguard the confidentiality, integrity, and accessibility of sensitive information (including PHI) our users store and share using our Services. We call these “Protected Services.” One such safeguard is requiring each user to be authenticated by means of authorization (which we call “Credentials”), such as unique identifiers, API keys, passwords, and the like. To obtain Credentials, you must provide certain information about yourself. If you are registering for a Protected Service, or accessing or using, or attempting to access or use, a Protected Service on behalf of, or for the benefit of, someone other than yourself – such as your employer, client or customer (each, a “Principal”) – you must also identify and provide information about each Principal.

If you sign up for one of our Protected Services, you may be asked to agree to a user agreement, such as our Therapia Software Healthcare Provider User Agreement or our Therapia Software Client Portal User Agreement (each such user agreement, your “User Agreement”)  and Therapia SaaS Agreement, and Therapia Software Privacy Policy. In such cases, you will be asked to agree to the terms of the documents specified in the preceding sentence, for example, by checking a box or clicking on a button with terms such as “I agree” or “Activate,” or the like.  In the event of any conflict between these Terms and your applicable User Agreement, your User Agreement shall control. Where no conflict exists, both shall apply.

Your Credentials are unique to you. If your Credentials are stolen or compromised, you should immediately alert us by contacting us. You are liable for any activities conducted using your Credentials until you notify us in a timely manner of the theft or breach of your Credentials.

You represent, warrant, and covenant that:

• The information you submit in obtaining your Credentials is complete and accurate and identifies you and the name of each of your Principals;
• You will not share your Credentials with anyone else;
• You will not circumvent, or attempt to circumvent, any technical measures that we have put in place to safeguard the Protected Services;
• You will not, without our prior written approval, access or use, or attempt to access or use, any portion of the Protected Services other than with (i) a commercial browser (such as Chrome or Mozilla Firefox), (ii) an application made for mobile or handheld device(s) that is developed and distributed by us, or (iii) our application programming interface (“API”) using Credentials issued to you directly by us, and only us; and
• You will not access, use, or attempt to access or use a Protected Service without validly issued active Credentials.

We reserve the right to suspend or terminate your access to any Protected Service at any time, with or without cause or notice. We shall not be liable to you in any way if we suspend or terminate your access to a Protected Service or our Services.

1.2.1 Data Protection & HIPAA

We implement industry-standard administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of sensitive data, including ePHI, stored or transmitted via the Protected Services. If you are a Covered Entity under HIPAA or a Business Associate of a Covered Entity, you acknowledge that our HIPAA Business Associate Agreement (BAA) governs how we handle PHI on your behalf, and you agree to comply with all HIPAA and HITECH obligations. We will ensure any subcontractors that have access to PHI are also bound by appropriate safeguards, consistent with the BAA and HIPAA requirements.

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1.3 ADDITIONAL SAFEGUARDS

To further protect the confidentiality, integrity, and availability of the information housed and shared on our Services, as well as the stability of our Services, you agree to the following additional safeguards. Accordingly, you agree that you will not, nor will you attempt to:

• Access, use, or disseminate our Services, nor any information or files accessible via our Services, in a manner that violates any applicable law or regulation or the rights of any individual or entity;
• Sell or transfer any information included in our Services or use such information to market any product or Service – including by sending, or facilitating the sending of, unsolicited emails or so-called “spam;”
• Probe, scan or test the vulnerability of our Services, or the system or network supporting our Services, or circumvent any security or authentication measures;
• Disable, bypass, defeat, avoid, remove, deactivate or otherwise circumvent any technical measures we have implemented to safeguard the stability of our Services, or the confidentiality, integrity or availability of any information, content or data hosted or housed on our Services;
• Introduce to our Services any software, code, or other devices that in any way (i) permits unauthorized access to our systems or any software, hardware, files, or data located thereon, (ii) disables or damages or otherwise interferes with or adversely affects the operation of our systems or any software, hardware, files or data located thereon, or (iii) overburdens or interferes with the proper functioning of our Services;
• Disassemble, decompile or reverse engineer our Services;
• Harvest, retrieve, index, or publish any portion of our Services unless you are a Public Search Engine engaging in Public Search Services;
• Disable or circumvent our API usage safeguards, including safeguards designed to regulate the nature or amount of data you are permitted to extract from our Services, or the frequency of which you may access such data; or make calls to our API other than those authorized in our API documentation;
• Remove any copyright, trademark, or other proprietary rights notices contained in or on our Services; or
• Engage in any activity other than those expressly permitted in these Terms  and the applicable User Agreements, Therapia SaaS Agreement, Therapia Software Privacy Policy, and Therapia Software Client Privacy Policy.

1.4 USE OF THE SERVICES BY AND ON BEHALF OF MINORS

You are not eligible to use our Services (including obtaining a Credential or entering into a User Agreement) unless you are at least 18 years old and otherwise have the legal capacity to enter into a binding contract in your jurisdiction.

If you are the parent or guardian of an unemancipated minor, you may use the Services and enter into a User Agreement on behalf of such minor. By doing so, you represent and warrant that you have the legal capacity to act on behalf of such a minor. You acknowledge and agree, in such capacity, that all provisions of these Terms (Therapia Software Family Portal User Agreement, Therapia SaaS Agreement, Therapia Software Privacy Policy, and Therapia Software Client Portal User Agreement, if applicable) that apply to you are equally applicable to such minor.

As parents or guardians, you will need to get the minor's login/password. However, we have no control over whether the professionals who use our software intentionally deny children access. Professionals that utilize our software have complete ability to send you an email and provide you with access to a client portal.

1.4.1 Children’s Privacy (COPPA)
If the minor is under the age of 13, you acknowledge that your use of our Services on their behalf may be subject to the Children’s Online Privacy Protection Act (COPPA). You agree that you are responsible for providing any necessary parental consents for data collection and usage as required by law.

1.5 UNITED STATES ONLY

Access to our Services is administered in the United States (“US”) and is intended for users in the US. You may not use our Services in any jurisdiction where offering, accessing, or using our Services would be illegal or unlawful.

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2. NATURE OF THE CONTENT APPEARING ON OUR SERVICES

2.1 OVERVIEW

Our Services may include text, data, graphics, images, video, or other content (collectively, “Content”) created by us or third parties, including other users, professionals, partners, advertisers, sponsors, consumers, and governmental agencies. The Content is provided for general informational purposes but should not be relied upon for personal, professional, medical, or regulatory decisions.  We do not guarantee the completeness, timeliness, or accuracy of the Content.

2.2 BLOG POSTS; RATINGS; SURVEYS; COMMENTS; USER-SUBMITTED CONTENT

Our Services may allow you to access blogs, message boards, chat services, surveys, and other forums where various users can share information, opinions, chats, and other Content. We generally do not pre-screen or monitor user-submitted Content, and such Content may represent a user’s opinion or Content a user finds interesting. Our Services may also include survey results, ratings, or testimonials (“Evaluations”) from patients, clients, or other customers (“Patients”) of healthcare professionals (“Professionals”) that may endorse, recommend, critique, analyze, evaluate, or otherwise describe the Professionals and the nature or quality of the services received by such patient, client or customer. Such Evaluations are anecdotal first-hand accounts of individual Patients and are neither professional judgments nor the product of medical science. Such Evaluations do not in any way constitute or imply our endorsement or recommendation of any Professional. Further, Evaluations are subject to errors and biases common in anecdotal first-hand accounts and should not be presumed to be reliable or error-free.

2.2.1 Community Standards

The Community Standards below ("Community Standards") play an important role in ensuring a positive experience for everyone using our Public  Forums and govern all uses of the Forums. Posts that violate the Community Standards may be deleted, or in certain cases, may result in the termination of access to our Services or other appropriate actions.

1. Relevance
   All posts should be relevant to the forum or thread on which they appear.
2. Venting and Ranting
   Our Forums are intended to be an environment where users may respectfully ask questions about our Services. They are not intended to be a soapbox to rant about or vent personal and/or political opinions or make inflammatory comments.
3. Private and Confidential Information
   Do not publish anyone’s personally identifiable information; personal health information, including medical information; financial conditions; or any other sensitive or confidential information that identifies you or any other person or entity. Assume that any information posted in the Forums is publicly available.
4. Trolling, Abuse and Threats
   Do not troll, threaten, harass, defame, disparage, menace, stalk, or abuse any user, individual, or entity, or encourage anyone else to do so. If you disagree with someone, be respectful.
5. Hate Speech
   Do not use language that is racist, sexist, or degrading to any religion, ethnicity, sexual orientation, gender, or nationality, or is otherwise offensive.
6. Illegal Activities
   Do not engage in, or advocate engaging in, any fraudulent, violent, or other illegal conduct.
7. Impersonation
   Do not impersonate any person or entity, including  Therapia Software employees. Moreover, users may not state or imply that any product, service, individual, or entity is sponsored or endorsed by Therapia Software.
8. Spam and Advertising
   Do not post or link to any advertisement or marketing messages, nor contact or attempt to contact any user posting on the Forums. Do not spam the Forums.
9. Obscenity
   Do not submit obscene, pornographic, sexually suggestive, or otherwise offensive Content.
10. Intellectual Property
    Do not infringe, misappropriate, or otherwise violate any copyright, trademark, or other proprietary rights of any individual or entity.

2.3 DIRECTORIES: PHYSICIANS, CONSULTANTS, AND OTHER PROFESSIONALS

Our Services may include listings and directories (“Directories”) to help you find Professionals. The Directories are provided for your convenience. The Directories are not comprehensive, but rather generally represent Professionals who use our Services and have chosen to participate in the Directories. Further, we do not evaluate any Professional, and the listing of a Professional does not in any way constitute a recommendation of such Professional.

2.3.1 Patient’s Interaction with Professionals

Before obtaining services or treatment from any Professional listed in a Directory, you should take the same care you would under any other circumstance, including confirming licensure and specialty certifications. The Professionals are solely responsible for the appropriateness and quality of the services they provide. Additionally, the Directories rely on information submitted by Professionals themselves. Unless Professionals provide us with current information, the Directory information may not be timely or accurate. You should confirm such information before obtaining services or treatment from a Professional. As a convenience, the Services may permit you to request an appointment with a Professional. However, Professionals are responsible for maintaining their schedules. We cannot ensure that any given Professional will be available, nor that such Professional will not cancel their appointment.

2.4 ADVERTISING

Our Services may include advertisements or promotional messages sponsored by third parties (collectively, “Ads”). The manufacturers, services providers, distributors, and resellers of the products and services identified in the Ads are solely responsible for the accuracy of their Ads and the suitability, efficacy, safety, and quality of such products or services. An Ad does not in any way constitute or imply our recommendation or endorsement of such product or Service.

2.5 LINKS TO OTHER SITES

Our Services may contain hyperlinks (including hyperlinked Ads) to websites operated by third parties or materials or information made available by third parties. Such links do not constitute or imply our endorsement of such third parties, the content of their sites, the suitability, efficacy, safety, or quality of their products or services, or the information privacy or security practices of their websites.

2.6 NO MEDICAL ADVICE

Some Content may include health- or medical-related information. Such Content is provided for general informational purposes only. We do not directly or indirectly practice medicine, render medical advice, or dispense medical services via our Services or otherwise. Nothing contained in our Services should be intended to be a medical diagnosis or treatment. No medical professional/patient relationship is created by your use of our Services or the Content. Always seek the advice of your physician or other qualified health professional with any questions you may have regarding a medical condition, and never disregard professional medical advice or delay seeking treatment based on any Content or other information included in the Services.

Call your healthcare professional or your local emergency number (usually 911) immediately if you think you may have a medical emergency.

2.7 CLINICAL DECISION SUPPORT INFORMATION

If you are a Professional, the Content may include information to assist you in clinical decision-making. This may include information and reminders concerning drug interactions, allergies, dosages, and general healthcare-related information and resources, such as assessments. We may also provide forums for our users to exchange information. The information and materials available through our Services are for informational purposes only and are not intended to constitute professional advice, diagnosis, or treatment or substitute your professional judgment.

2.8 NO LEGAL OR REGULATORY ADVICE

Some Content may include related regulatory information pertaining to you or your business. Such Content is provided for informational purposes only. We are not providing legal or regulatory advice, and no attorney/client relationship is created by your use of our Services or the Content. Accordingly, always seek the advice of your attorney or advisor with any questions you may have regarding a law, regulation, or dispute.

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3. YOUR INTERACTIONS AND COMMUNICATIONS WITH US AND OUR SERVICES

3.1 VISITING OUR WEBSITES; SIGNING UP FOR OUR SERVICES; EMAILING US

When you sign-up for or log in to one of our Protected Services, or when you submit information on a web form or email or instant message us, you communicate with us electronically. When you visit our websites, certain third-party service providers and we collect information during your visit. In each case, the nature of the information we collect, the duration and manner of how we retain it, how we use it, and to whom we disclose it, is governed by our Therapia Software Privacy Policy, as the case may be.

As part of providing our Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages. Such communication may be by email, instant message, a posting on our Services, or some other mechanism. You consent to receive such communications from us electronically. If you have submitted information to us through the Services or registered for one or more of the Protected Services, our responses to you or our Service announcements and administrative messages we provide you are considered part of the Services themselves, and you may not be able to opt-out from them.

You agree that all agreements, notices, authorizations, disclosures, and other communications that we provide to you electronically, as well as any acceptances, agreements, consents, or authorizations that you provide to us electronically, satisfy any legal requirement(s) that such communications be in writing.

3.2 YOUR PARTICIPATION IN OUR PUBLIC FORUMS

We may offer one or more forums to exchange information among our users. You acknowledge that any text, data, graphics, images, video, or other content (“Content”) that you submit in any of our forums (including discussion groups, blogs, surveys, ratings, comment forms, or message boards, collectively, “Public Forums”) is available to the public. Notwithstanding the foregoing, we are under no obligation to display any of Your Content that you submit, and we reserve the right to remove or edit your Content at any time, for any or no reason.

You must act responsibly when submitting Content to a Public Forum. You acknowledge that any Content you submit in a Public Forum is available to the public. You are solely responsible for any Content you post on the Public Forums or transmit to other users of our Services. You acknowledge that any information you post in a Public Forum may be available to the public and may result in your receiving communications from others outside our Services.

Your participation in our Public Forums is subject to our User Agreements and is contingent on your acknowledgment and agreement with the following:

• You will only disclose information about yourself on a Public Forum that you consider suitable for public disclosure. You will not disclose information that personally identifies you unless you intend for that information to be disclosed publicly. We strongly recommend that you refrain from disclosing any sensitive information about yourself on a Public Forum, including information about any medical condition.
• You will not violate the privacy rights of others, including disclosing information about anyone else’s medical or financial condition or any other sensitive subjects.
• You will ensure that any Content you submit to Public Forums is accurate. If you are rating or reviewing a Professional, you agree to provide your honest appraisals of such Professional without using inappropriate language or making gratuitous personal criticisms.
• You will not post any Content you do not have the right to post; you will not violate any person’s or entity’s intellectual property or proprietary rights, including copyrights, trademarks, or trade secret rights.
• We will not be liable to you for any Content you submit to any Public Forum.

3.3 REMOVAL OF CONTENT

You understand and agree that we may, but are not obligated to, monitor, edit or remove any Content for any or no reason at any time. However, we are not responsible for any delay or failure in removing any Content.

3.4 REPORTING VIOLATIONS

We may provide you with tools to report violations of the provisions of these Terms. Notwithstanding the availability of such tools, you acknowledge and agree that we are under no obligation to take any action with respect to any such report.

3.5 COPYRIGHT POLICY

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the owner, if someone other than you, of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and
• Your contact information, including your address, telephone number, and email address.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Therapia Software LLC will also terminate a user’s account if the user is determined to be a repeat infringer in appropriate circumstances.

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4. MISCELLANEOUS

4.1 OWNERSHIP

You retain ownership of the intellectual property rights you hold in the Content you submit on our Services. When you submit Content on our Services, you hereby grant us and those we work with a worldwide, perpetual, royalty-free right to store, host, reproduce, create derivative works of (such as translations, adaptations, reformatted versions, and aggregated, anonymized, or de-identified versions), publish, publicly perform, display, use and distribute such Content as further described in these Terms, your User Agreement and the Therapia Software Privacy Policy , Therapia Software Client Privacy Policy, and Therapia SaaS Agreement, as applicable. For the purpose of these Terms, Intellectual Property Rights or IPR means any rights including copyright, trademark, patents, designs, know-how, or other confidential information whether existing or created in the course of providing the Service. All IPR owned by us and created or supplied to you by us in the course of providing the Service will belong to us.

If you submit to us any ideas, suggestions, or proposals (collectively, “Suggestions”) relating to our Services or other products or services by any means – such as through “Contact Us,” “” our support portal, “Support Ticket” by email or other communication channels, one of our communities or user forums, or to our customer support or other personnel – with respect to such Suggestions:
(1) we are under no obligation of confidentiality, express or implied, with respect to such Suggestions;
(2) we are entitled to use or disclose (or choose not to use or disclose) such Suggestions in any way and for any purpose;
(3) such Suggestions automatically become our property without any obligation; and
(4) you are not entitled to any accounting, compensation or reimbursement of any kind from us under any circumstances.

Except for your Content, as between you and us, all right, title and interest in and to our Services, the Content, and the structure, organization, and arrangement thereof, are and remain the exclusive property of us and our licensors. Except for the limited specific rights we expressly grant you above, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, exploit, or otherwise use our Services or any Content.

4.2. VIOLATIONS

We reserve the right to monitor all use of our Services and investigate any activity we suspect violates these Terms, a User Agreement, Therapia SaaS Agreement, Therapia Software Privacy Policy, our rights or interest, or the rights or interests of any person or entity.

To the fullest extent permitted under law, we reserve the right to cooperate with any governmental authority or third-party investigating conduct that may be illegal or harm any individual or entity or violate their respective rights. If, for example, a user threatens to harm another user or any other individual physically, we reserve the right to cooperate with law enforcement authorities and the threatened individual fully. You hereby consent to our cooperation in such investigation.

4.3 INDEMNIFICATION

You will indemnify, defend and hold harmless Therapia Software LLC and any of its affiliates, officers, directors, employees, agents, representatives, partners, and licensors from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, or expenses, including attorneys’ fees, costs, and disbursements, arising out of or in any way connected with your use of our Services.

4.4 APPLICABLE LAW

The interpretation of this agreement and the resolution of any disputes arising under this agreement shall be governed by the laws of the State of Georgia, without regard to its conflicts of laws provisions. If any action or other proceeding is brought on or in connection with this agreement, the venue of such action shall be exclusively in the city and county of Peachtree City, Georgia.

4.5 ARBITRATION

Except for claims by either party under any of the sections of this agreement in relation to or in connection to the sections listed in section 18.2 of the Healthcare Provider User Agreement (also known as Provider User Agreement), section 7.2 of the Therapia Software Client Portal User Agreement, and section 5.2 of the Therapia Software Family Portal User Agreement, any dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be subject to final and binding arbitration governed by the federal arbitration act (9 U.S.C §§ 1 et seq.). The arbitration shall be conducted before a single arbitrator according to the commercial dispute resolution procedures and the supplementary procedures for consumer-related disputes of the American Arbitration Association (the "AAA") then, in effect, as modified by this agreement,  and be administered by the AAA. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude either party from seeking temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

The parties agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, class member, or private attorney general in any purported class, representative, or private-attorney-general proceeding. By entering into this agreement, you and we are each waiving the right to a jury trial or participating in a class action. The arbitrator may not consolidate more than one person's claim with your claims or our claims and may not otherwise preside over any representative, class, or private-attorney-general proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s claim.

Any part of this agreement to arbitrate that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision of this agreement to arbitrate, and such other provisions shall remain in full force and effect.

4.6 TERMINATION

You agree and acknowledge that we may suspend or terminate your authorization to access any of our Services, with or without notice or cause, for any or no reason, and without any liability to you. Sections 4.1 through 4.14 shall survive any termination or expiration of these Terms.

4.7 DISCLAIMERS AND LIMITATIONS ON LIABILITY

Access to our services and the information and content contained therein is provided “as is” and “as available,” and we hereby expressly disclaim all warranties of any kind, whether expressed, implied, statutory, or otherwise, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title. We do not warrant that the services will be uninterrupted, error-free, or without breaches of security, and you agree that you are solely responsible for any and all acts or omissions taken or made in reliance on our services or the information in our services, including inaccurate or incomplete information. We expressly disclaim any liability with respect to any injury caused by any user or any damage suffered by any user due to the actions or inactions of any other user. If you are dissatisfied with our services or any content, your sole and exclusive remedy is to discontinue using and accessing our services. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above limitations or exclusions may not apply to the user in these jurisdictions.

4.8 RISKS YOU ASSUME

Without limiting any of the other risks we have disclosed to you in these terms, you are solely responsible for your use of our services, including any content you submit to us, and you expressly acknowledge and agree that your use and access to our services and the information and content contained therein, and any sites linked through our services and any data transmitted through our services is at your sole risk. Accordingly, we do not assume any liability to you for or relating to your actions, including the publication of any content you submit or our exercise of the rights you grant to us with respect thereto.

4.9 LIMITATION OF LIABILITY

In no event shall we or any of our subsidiaries or affiliates, or our respective officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Therapia Software LLC entities”) be liable for any special, indirect, consequential, or exemplary damages, including, but not limited to, loss of profits or revenues, loss of use, loss of goodwill or loss of information, however caused and whether based on contract, warranty, negligence, strict liability, or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages. If notwithstanding the other provisions of this Agreement, the Company is found to be liable to the User(s) liability under this Agreement, regardless of theory of liability, shall be limited to the aggregate fees paid by the User(s) under this Agreement for the one (1) month preceding the event first giving rise to the claim. Certain jurisdictions do not allow exclusions on certain damages and liabilities and in such cases, the above exclusion may not be applicable and in the jurisdictions wherein such exclusions are permitted then the exclusion shall apply to the fullest extent.

Accordingly, you agree to waive the benefit of any law, including, to the extent applicable, California civil code § 1542 (or similar provisions of the laws of other states), which states,

A general release does not extend to claims that the creditor does not know or suspect to exist in their favor at the time of executing the release, which, if known by them, must have materially affected their settlement with the debtor.

In the case of a jurisdiction that restricts limitation clauses, this limitation shall be applied to the greatest extent permitted by law. Nothing in these terms of use is intended to limit any rights you may have that may not be lawfully terminated.

4.9.1 No Guarantee of Results or Availability

We do not guarantee that the Services will meet your specific requirements or achieve any particular results. We do not guarantee continuous, uninterrupted, or secure access to our Services, and operation of the Services may be interfered with by numerous factors outside of our control.

4.10 SEVERABILITY

If any provision of these Terms is deemed invalid or unenforceable, then (a) that provision shall be construed to the extent necessary to make it valid and enforceable in such a manner as comes closest to preserving the intentions of such provision, and (b) the remaining provisions shall remain in full force and effect.

4.11 NO WAIVER

Our failure at any time to require performance by you of any provision of these Terms shall in no way affect our right to enforce such provision, nor shall the waiver of any breach by you of any provision herein constitute a waiver of any succeeding breach of the provision itself.

4.12 ELECTRONIC CONTRACTING

Your use of our Services includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by such agreements and transactions. Your agreement and intent to be bound by electronic submissions apply to all records relating to all transactions you enter into on the services, including cancellation notices, policies, contracts, and applications.

4.12.1 SUB-CONTRACTORS

We reserve the right to assign certain aspects of the work to subcontractors to ensure appropriate skills and on-time completion. We will only use industry-recognized professionals and agree to accept full responsibility for the Service even if subcontractors have been involved. Where subcontractors handle PHI, we ensure they are bound by our HIPAA BAA or equivalent safeguards in compliance with HIPAA.

4.12.2 ASSIGNMENT

We may freely assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

4.13 FORCE MAJEURE

We shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay results from events beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, governmental actions, war, terrorism, civil unrest, labor shortages, or power failures.

4.14 AMENDMENTS

The Company may update or change the Service(s) or the provisions set forth in this Agreement from time to time and recommends that the User(s) review this Agreement regularly. The Company  acknowledges and agrees that the continued use of the Service(s) after this Agreement is updated or changed constitutes the acceptance of the revised Agreement. Without limiting the foregoing, if the changed Agreement would materially affect the use of the Service(s), then the Company will post a notice or notify the User(s) via email or the Company’s website(s) of any such change. The most current version of the Agreement shall govern and supersede all previous versions.

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Hierarchy of Terms

In the event of any conflict between these Terms of Use, a User Agreement (e.g., Provider User Agreement, Client Portal User Agreement, or Family Portal User Agreement), and our HIPAA Business Associate Agreement (BAA), the following order of precedence shall apply:

1. HIPAA Business Associate Agreement (with respect to PHI)
2. User Agreement(s)
3. These Terms of Use

All other terms remain in full force and effect unless otherwise modified in writing.

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NOTICE

THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

 

Last Updated 01/26/2025