Subscription Agreement
Subscription Agreement
The Subscription Agreement ( “Agreement“) is an agreement between Connected & Inspired Media, LLC, a Minnesota limited liability company (“we,” “us,” or “our”) and you or the entity you represent (“you“ or “your”), and contains the terms and conditions that govern your license from us of our media content and your access to and use of the Connected & Inspired Media platform (collectively, the “Services”) used or ordered by you that are set forth in the web pages or documents used by you for placing your order(s) or creating an account.
This Agreement takes effect the earlier of (each, to “Accept”, and the date upon which such Acceptance is made, the “Effective Date”): (a) when you click a “Finish”, “Continue”, “Subscribe”, “I Accept” or similar check box or button presented with these terms and conditions; (b) you complete the registration process; or (c) when you purchase any license from us or use any of the Services. You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity.
1. Services.
1.1. Grant. Subject to the terms of this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferrable license to: (a) have access to and use the Services solely for your business purposes of displaying and making available certain content included within the Services to your staff and patients and at website location set forth in your order for such Services or account page (the “Location”); and (b) use the user guides for the Services provided by us solely for your use of the Services.
1.2. Restrictions.
(a) You may not, and may not permit any third party to, use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. You may not, and may not attempt to, and may not permit any third party to: (i) modify, alter, tamper with, copy, translate, or otherwise create derivative works of the Services or any part thereof or otherwise attempt to discover any source code or modify the Services in any manner or form; (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any portion of the Services; (iii) resell, rent, or sublicense the Services; (iv) use the Services to develop any content, software, or other technology having the same primary function as the Services; (v) copy, frame, or mirror any content forming part of the Services; (vi) use the Services in a manner that interferes with other users’ use of the Services; or (vii) use the Services in any manner that violates our Policies or applicable law.
(b) All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the term of this Agreement, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, content providers, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
1.3. Reserved Rights. As between you and us, we or our content providers, affiliates, or licensors own and reserve all right, title, and interest in and to the Services. This Agreement does not grant you any rights in or to the Services or any of its components except for the limited rights to use the Services expressly granted by this Agreement.
1.4. Changes to the Services; Support. We may change or remove features or functionality of the Services at any time (including the Services as a whole). We will provide support for the Services that we generally provide to other users of the Services without charge. We may charge a fee for additional support or services.
2. Your Account and Obligations.
2.1. Registration. To access the Services, you must have an account with us. The account must be associated with a valid email address and billing information. When purchasing Services, you represent and warrant that all registration information that you provide is true, complete, and accurate, and you agree to keep your registration information current. You may terminate your account and this Agreement at any time in accordance with Section 4.
2.2. Your Obligations. You will meet and maintain all computer, software, internet connection, and/or other technical specifications required to access and use the Services. In addition to your other obligations under this Agreement, you agree to: (a) comply with all applicable laws, rules, and regulations in connection with the use of the Services and applicable to your business; (b) not use the Services fraudulently or for an illegal or improper purpose; (c) display such notices, disclaimers, and other information regarding the Services or any portion thereof as required by us; and (d) not take any actions that may affect the operation of the Services, including tampering with the Services or attempting to assist or assisting another to do any of these things.
2.3. You are Responsible for Your Account; No Account Sharing. YOU ARE RESPONSIBLE FOR DETERMINING WHO YOU AUTHORIZE TO USE THE SERVICES. YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR ACCOUNT, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE, ACTIVITIES, OR CHARGES. WE AND OUR AFFILIATES ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR ACCOUNT. You must contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You will be deemed to have taken any action that occurs under your account. You agree to keep your password secret and not share it with anyone except as expressly allowed under this Agreement. YOUR SUBSCRIPTION IS FOR YOUR USE ONLY AT THE LOCATION SET FORTH IN YOUR ORDER FOR SUCH SERVICES OR ACCOUNT PAGE. YOU SHALL NOT SHARE YOUR SUBSCRIPTION WITH ANY OTHER INDIVIDUAL, LOCATION, OR ENTITY OR SELL, TRANSFER, OR SUBLICENSE YOUR SUBSCRIPTION.
2.4. Policies. Your use of the Services is subject to the website Terms of Use currently referenced at https://www.connectedandinspired.com/pages/website-terms-of-use and the Privacy Policy currently referenced at https://www.connectedandinspired.com/pages/privacy-policy, as each may be updated from time to time, and any other policy or terms for access to and use of the Services, as updated from time to time and as provided to you or posted on our web site (collectively, the “Policies”).
2.5. Use of Services. You represent and warrant that you are a licensed chiropractor or a clinic connected to licensed chiropractors, and that you intend to use the Services in connection with your provision of clinical services that you provide to others. In connection with such use, you further represent and warrant that you: (a) are appropriately licensed under the laws of the state or local jurisdiction where you provide clinical services; (b) are qualified to provide the clinical services; (c) understand that the Services are designed and intended for informational purposes only and for use only under the guidance and supervision of qualified professionals and are not intended for unsupervised personal or recreational use; (d) will ensure that anyone you authorize to use the Services with is physically and mentally able to use the Services, and knowingly accepts and has full awareness of all risks associated with the use of the Services; and (e) will indemnify and hold harmless us, our directors/governors, owners, officers, directors, agents, successors, and assigns, from and against any and all liabilities, costs, damages, and expenses (including, without limitation, attorneys’ fees and associated costs) resulting from or attributable to any and all acts or omissions by you in the course of providing any services utilizing the Services. You also certify that you fully understand the principles of prescribing safe exercise, medical or wellness, and chiropractic programs.
3. Fees and Payment.
3.1. Fees.
We calculate and bill fees for the Services monthly, depending upon your subscription type. You must also pay our then-current setup fees for setup and configuration of the Services. The cost of the Services depends upon the type of subscription and level of access you have purchased. You will pay us the applicable fees and charges for use of the Services as described on our website using one of the payment methods we support. Fees for the Services shall be paid in advance on a monthly basis depending upon your subscription type. Fees are based on Services purchased and not actual usage. Payment obligations are noncancelable, and fees paid for the Services are non-refundable. We may increase fees for any existing Services at your next renewal term for the Services, which depend upon your subscription type. Fee rates for any Services will be effective when we post updated fees on our website.
3.2. Overdue Charges. If any Services fees are not received by us by the due date or if any payments you have made to us are reversed or charged back, we may suspend all Services until you have made alternative payment arrangements satisfactory to us. Any reversed or charged back payments, until paid in full, shall bear interest at a rate of 1.5% per month (or the highest rate permitted by law, if less) from the reversal/chargeback date until paid. You must promptly notify us (as set forth below) if any information related to your payment method changes or is no longer valid. Absent such notification, we will assume that all of the information related to your payment method remains valid and will submit to the appropriate financial institution or card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of that subscription. You agree to pay all costs (including attorneys’ fees) incurred by us in collecting any unpaid amounts from you.
3.3 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax.
4. Term; Suspension; Termination.
4.1. Term. This Agreement commences on the Effective Date and continues thereafter until terminated as set forth in this Agreement. The term of your paid Services subscription will start on the date on which you Accept this Agreement, and will continue on a month-to-month basis thereafter, until terminated by either party in accordance with this Agreement. Unless you terminate your subscription at least fifteen (15) days’ prior to the end of your then-current subscription term, your subscription will continue to automatically renew for successive monthly terms and your bank account or credit card, as applicable, will be charged for each such renewal at the subscription fee in effect at the time of that renewal.
4.2. Suspension. We may suspend your right to access or use any portion or all of the Services immediately upon notice to you if we determine: (a) your use of or registration for the Services may subject us, our affiliates, or any third party to liability or may adversely impact the Services or the systems or content of any other customer of ours; (b) you are in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or (c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. If we suspend your right to access or use any portion or all of the Services you remain responsible for all fees you have incurred through the date of suspension and for any applicable fees for any Services to which you continue to have access. Our right to suspend your right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 4.3.
4.3. Termination. You may terminate this Agreement for any reason by contacting our support team listed on our website or using functionality that we may provide within the Services, provided you terminate through our support team or through the Services at least fifteen (15) days’ prior to the end of any monthly subscription period. We may terminate this Agreement at any time and for any reason by providing you fifteen (15) days’ advance notice. We may also terminate this Agreement immediately, without notice or liability, if we determine in our sole discretion that: (a) you have breached any portion of this Agreement; (b) your use of, or access to, the Services violates any applicable law, rule, or regulation or otherwise inhibits any other user from using or accessing the Service; (c) the reasons for suspension in Section 4.2 will not be cured; (d) our relationship with a third party partner who provides software, content, data, or other technology we use to provide the Services expires, terminates, or requires us to change the way we provide all or part of the Services; (e) the Services could create a substantial economic or technical burden or material security risk for us; or (f) our provision of any of the Services to you has become impractical or unfeasible for any legal or regulatory reason.
4.4. Effect of Termination. Upon termination of this Agreement, your rights to use the Services terminate and you remain responsible for all fees you have incurred through the date of termination. We have no obligation to refund to you any prepaid fees. You will no longer have a right to use the Services, and must uninstall any code or software associated with the Services.
5. Use of Data. You agree that we may use, disclose, market, license, and sell Aggregate Data for any purpose without restriction, that we own the Aggregate Data, and that you have no interest in the Aggregate Data, or in the proceeds of any sale, license, or other commercialization thereof. “Aggregate Data” shall mean data collected in and generated from the Services during the term that does not include individual’s names, email addresses, or street addresses.
6. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, RESULT IN INCREASED HEALTH OR WELLNESS, NOT CAUSE INJURY, BE ACCURATE, BE UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, NEITHER WE NOR OUR AFFILIATES WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICES.
Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in all cases.
WE ARE NOT A LICENSED HEALTH CARE PROVIDER AND ARE NOT IN THE BUSINESS OF PRACTICING MEDICINE OR PROVIDING ANY OTHER PROFESSIONAL HEALTH CARE OR MEDICAL ADVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES OR THE USE OF THE SERVICES BY YOUR PATIENTS IS AT YOUR SOLE RISK.
7. Limitations of Liability. NEITHER WE NOR OUR AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR RELIANCE ON THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY FROM A WILLFUL BREACH BY US OF ANY OF OUR EXPRESS OBLIGATIONS UNDER THIS AGREEMENT.
THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR RELIANCE ON THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE FINALLY PROVED IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED THE AGGREGATE SERVICE FEES ACTUALLY RECEIVED BY US FROM YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES OCCURRED.
NEITHER WE NOR OUR AFFILIATES SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR RELIANCE ON THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE OR OUR CONTENT PROVIDERS, AFFILIATES, OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations or exclusions may not apply in all cases.
8. Indemnification. You will defend, indemnify, and hold harmless us and our affiliates, and each of our or their respective employees, officers, directors/governors, owners, and representatives from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your use of the Services or the access or use of the Services by your patients (including any activities under your account); or (b) your breach of this Agreement or violation of applicable law. We will promptly notify you of any claim subject to this Section 8, but our failure to promptly notify you will only affect your obligations under this Section 8 to the extent that our failure prejudices your ability to defend the claim. You may: (y) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (z) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
9. Modifications to the Agreement. We may modify this Agreement (including any Policies) at any time by posting a revised version on our website or by providing notice to you as set forth in this Agreement. The modified terms will become effective upon posting or providing such notice to you. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check our website regularly for modifications to this Agreement.
10. Confidentiality. You may use the Confidential Information only in connection with your use of the Services as permitted under this Agreement. You will not disclose the Confidential Information during the term of this Agreement or at any time following the end of such term. You will take all reasonable measures to avoid disclosure, dissemination, reverse engineering, or unauthorized use of the Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. “Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors, or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, Services, media content, code or software, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content, and existence of any discussions or negotiations between you and us or our affiliates. The Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
11. Survival. The provisions of this Agreement, which, by their terms, require performance after the termination of this Agreement or the provision of the Services, or have application to events that may occur after the termination of this Agreement or the provision of the Services, shall survive the termination of this Agreement or the provision of the Services, including but not limited to the indemnification and confidentiality provisions.
12. Independent Contractors. Nothing contained in this Agreement shall be deemed to constitute either party being an agent, representative, partner, joint venture, or employee of the other party for any purpose. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other, incur any liability on behalf of the other, nor to direct the employees of the other. As independent contractors, each shall be separately responsible for the payment of their income or other taxes. In addition, each party shall be separately responsible for carrying workers’ compensation insurance on themselves and their employees and agents.
13. No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
14. Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. We may provide any notice to you under this Agreement by means of posting a general notice on our website or by sending a message to the email address then-associated with your account. Notices we provide by posting on our website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then-associated with your account when we send the email, whether or not you actually receive the email. You may give notice to us at any time by any letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us at the following address: Connected & Inspired Media, LLC, P.O. Box 36, Maple Plain, Minnesota 55359. Notice to us shall be deemed given when received by us.
15. Assignment. You may not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. We may assign this Agreement at any time without your written consent or notice to you.
16. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
17. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
18. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Minnesota, without giving effect to its conflicts of law principles. For the purpose of resolving conflicts related to or arising out of this Agreement, the parties expressly agree and consent to the exclusive jurisdiction of, and venue in, the federal and state courts in Hennepin County, Minnesota.
19. Website References. References to URLs or websites in the Agreement include any successor URLs or websites designated by us.
20. Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence, or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. This Agreement has been prepared in English, and English is the controlling language with respect to all matters concerning this Agreement.
Last updated April 9, 2019
4843-2654-1940, v. 3
The Subscription Agreement ( “Agreement“) is an agreement between Connected & Inspired Media, LLC, a Minnesota limited liability company (“we,” “us,” or “our”) and you or the entity you represent (“you“ or “your”), and contains the terms and conditions that govern your license from us of our media content and your access to and use of the Connected & Inspired Media platform (collectively, the “Services”) used or ordered by you that are set forth in the web pages or documents used by you for placing your order(s) or creating an account.
This Agreement takes effect the earlier of (each, to “Accept”, and the date upon which such Acceptance is made, the “Effective Date”): (a) when you click a “Finish”, “Continue”, “Subscribe”, “I Accept” or similar check box or button presented with these terms and conditions; (b) you complete the registration process; or (c) when you purchase any license from us or use any of the Services. You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity.
1. Services.
1.1. Grant. Subject to the terms of this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferrable license to: (a) have access to and use the Services solely for your business purposes of displaying and making available certain content included within the Services to your staff and patients and at website location set forth in your order for such Services or account page (the “Location”); and (b) use the user guides for the Services provided by us solely for your use of the Services.
1.2. Restrictions.
(a) You may not, and may not permit any third party to, use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. You may not, and may not attempt to, and may not permit any third party to: (i) modify, alter, tamper with, copy, translate, or otherwise create derivative works of the Services or any part thereof or otherwise attempt to discover any source code or modify the Services in any manner or form; (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any portion of the Services; (iii) resell, rent, or sublicense the Services; (iv) use the Services to develop any content, software, or other technology having the same primary function as the Services; (v) copy, frame, or mirror any content forming part of the Services; (vi) use the Services in a manner that interferes with other users’ use of the Services; or (vii) use the Services in any manner that violates our Policies or applicable law.
(b) All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the term of this Agreement, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, content providers, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
1.3. Reserved Rights. As between you and us, we or our content providers, affiliates, or licensors own and reserve all right, title, and interest in and to the Services. This Agreement does not grant you any rights in or to the Services or any of its components except for the limited rights to use the Services expressly granted by this Agreement.
1.4. Changes to the Services; Support. We may change or remove features or functionality of the Services at any time (including the Services as a whole). We will provide support for the Services that we generally provide to other users of the Services without charge. We may charge a fee for additional support or services.
2. Your Account and Obligations.
2.1. Registration. To access the Services, you must have an account with us. The account must be associated with a valid email address and billing information. When purchasing Services, you represent and warrant that all registration information that you provide is true, complete, and accurate, and you agree to keep your registration information current. You may terminate your account and this Agreement at any time in accordance with Section 4.
2.2. Your Obligations. You will meet and maintain all computer, software, internet connection, and/or other technical specifications required to access and use the Services. In addition to your other obligations under this Agreement, you agree to: (a) comply with all applicable laws, rules, and regulations in connection with the use of the Services and applicable to your business; (b) not use the Services fraudulently or for an illegal or improper purpose; (c) display such notices, disclaimers, and other information regarding the Services or any portion thereof as required by us; and (d) not take any actions that may affect the operation of the Services, including tampering with the Services or attempting to assist or assisting another to do any of these things.
2.3. You are Responsible for Your Account; No Account Sharing. YOU ARE RESPONSIBLE FOR DETERMINING WHO YOU AUTHORIZE TO USE THE SERVICES. YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR ACCOUNT, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE, ACTIVITIES, OR CHARGES. WE AND OUR AFFILIATES ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR ACCOUNT. You must contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You will be deemed to have taken any action that occurs under your account. You agree to keep your password secret and not share it with anyone except as expressly allowed under this Agreement. YOUR SUBSCRIPTION IS FOR YOUR USE ONLY AT THE LOCATION SET FORTH IN YOUR ORDER FOR SUCH SERVICES OR ACCOUNT PAGE. YOU SHALL NOT SHARE YOUR SUBSCRIPTION WITH ANY OTHER INDIVIDUAL, LOCATION, OR ENTITY OR SELL, TRANSFER, OR SUBLICENSE YOUR SUBSCRIPTION.
2.4. Policies. Your use of the Services is subject to the website Terms of Use currently referenced at https://www.connectedandinspired.com/pages/website-terms-of-use and the Privacy Policy currently referenced at https://www.connectedandinspired.com/pages/privacy-policy, as each may be updated from time to time, and any other policy or terms for access to and use of the Services, as updated from time to time and as provided to you or posted on our web site (collectively, the “Policies”).
2.5. Use of Services. You represent and warrant that you are a licensed chiropractor or a clinic connected to licensed chiropractors, and that you intend to use the Services in connection with your provision of clinical services that you provide to others. In connection with such use, you further represent and warrant that you: (a) are appropriately licensed under the laws of the state or local jurisdiction where you provide clinical services; (b) are qualified to provide the clinical services; (c) understand that the Services are designed and intended for informational purposes only and for use only under the guidance and supervision of qualified professionals and are not intended for unsupervised personal or recreational use; (d) will ensure that anyone you authorize to use the Services with is physically and mentally able to use the Services, and knowingly accepts and has full awareness of all risks associated with the use of the Services; and (e) will indemnify and hold harmless us, our directors/governors, owners, officers, directors, agents, successors, and assigns, from and against any and all liabilities, costs, damages, and expenses (including, without limitation, attorneys’ fees and associated costs) resulting from or attributable to any and all acts or omissions by you in the course of providing any services utilizing the Services. You also certify that you fully understand the principles of prescribing safe exercise, medical or wellness, and chiropractic programs.
3. Fees and Payment.
3.1. Fees.
We calculate and bill fees for the Services monthly, depending upon your subscription type. You must also pay our then-current setup fees for setup and configuration of the Services. The cost of the Services depends upon the type of subscription and level of access you have purchased. You will pay us the applicable fees and charges for use of the Services as described on our website using one of the payment methods we support. Fees for the Services shall be paid in advance on a monthly basis depending upon your subscription type. Fees are based on Services purchased and not actual usage. Payment obligations are noncancelable, and fees paid for the Services are non-refundable. We may increase fees for any existing Services at your next renewal term for the Services, which depend upon your subscription type. Fee rates for any Services will be effective when we post updated fees on our website.
3.2. Overdue Charges. If any Services fees are not received by us by the due date or if any payments you have made to us are reversed or charged back, we may suspend all Services until you have made alternative payment arrangements satisfactory to us. Any reversed or charged back payments, until paid in full, shall bear interest at a rate of 1.5% per month (or the highest rate permitted by law, if less) from the reversal/chargeback date until paid. You must promptly notify us (as set forth below) if any information related to your payment method changes or is no longer valid. Absent such notification, we will assume that all of the information related to your payment method remains valid and will submit to the appropriate financial institution or card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of that subscription. You agree to pay all costs (including attorneys’ fees) incurred by us in collecting any unpaid amounts from you.
3.3 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax.
4. Term; Suspension; Termination.
4.1. Term. This Agreement commences on the Effective Date and continues thereafter until terminated as set forth in this Agreement. The term of your paid Services subscription will start on the date on which you Accept this Agreement, and will continue on a month-to-month basis thereafter, until terminated by either party in accordance with this Agreement. Unless you terminate your subscription at least fifteen (15) days’ prior to the end of your then-current subscription term, your subscription will continue to automatically renew for successive monthly terms and your bank account or credit card, as applicable, will be charged for each such renewal at the subscription fee in effect at the time of that renewal.
4.2. Suspension. We may suspend your right to access or use any portion or all of the Services immediately upon notice to you if we determine: (a) your use of or registration for the Services may subject us, our affiliates, or any third party to liability or may adversely impact the Services or the systems or content of any other customer of ours; (b) you are in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or (c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. If we suspend your right to access or use any portion or all of the Services you remain responsible for all fees you have incurred through the date of suspension and for any applicable fees for any Services to which you continue to have access. Our right to suspend your right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 4.3.
4.3. Termination. You may terminate this Agreement for any reason by contacting our support team listed on our website or using functionality that we may provide within the Services, provided you terminate through our support team or through the Services at least fifteen (15) days’ prior to the end of any monthly subscription period. We may terminate this Agreement at any time and for any reason by providing you fifteen (15) days’ advance notice. We may also terminate this Agreement immediately, without notice or liability, if we determine in our sole discretion that: (a) you have breached any portion of this Agreement; (b) your use of, or access to, the Services violates any applicable law, rule, or regulation or otherwise inhibits any other user from using or accessing the Service; (c) the reasons for suspension in Section 4.2 will not be cured; (d) our relationship with a third party partner who provides software, content, data, or other technology we use to provide the Services expires, terminates, or requires us to change the way we provide all or part of the Services; (e) the Services could create a substantial economic or technical burden or material security risk for us; or (f) our provision of any of the Services to you has become impractical or unfeasible for any legal or regulatory reason.
4.4. Effect of Termination. Upon termination of this Agreement, your rights to use the Services terminate and you remain responsible for all fees you have incurred through the date of termination. We have no obligation to refund to you any prepaid fees. You will no longer have a right to use the Services, and must uninstall any code or software associated with the Services.
5. Use of Data. You agree that we may use, disclose, market, license, and sell Aggregate Data for any purpose without restriction, that we own the Aggregate Data, and that you have no interest in the Aggregate Data, or in the proceeds of any sale, license, or other commercialization thereof. “Aggregate Data” shall mean data collected in and generated from the Services during the term that does not include individual’s names, email addresses, or street addresses.
6. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, RESULT IN INCREASED HEALTH OR WELLNESS, NOT CAUSE INJURY, BE ACCURATE, BE UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, NEITHER WE NOR OUR AFFILIATES WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICES.
Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in all cases.
WE ARE NOT A LICENSED HEALTH CARE PROVIDER AND ARE NOT IN THE BUSINESS OF PRACTICING MEDICINE OR PROVIDING ANY OTHER PROFESSIONAL HEALTH CARE OR MEDICAL ADVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES OR THE USE OF THE SERVICES BY YOUR PATIENTS IS AT YOUR SOLE RISK.
7. Limitations of Liability. NEITHER WE NOR OUR AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR RELIANCE ON THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY FROM A WILLFUL BREACH BY US OF ANY OF OUR EXPRESS OBLIGATIONS UNDER THIS AGREEMENT.
THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR RELIANCE ON THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE FINALLY PROVED IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED THE AGGREGATE SERVICE FEES ACTUALLY RECEIVED BY US FROM YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES OCCURRED.
NEITHER WE NOR OUR AFFILIATES SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR RELIANCE ON THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE OR OUR CONTENT PROVIDERS, AFFILIATES, OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations or exclusions may not apply in all cases.
8. Indemnification. You will defend, indemnify, and hold harmless us and our affiliates, and each of our or their respective employees, officers, directors/governors, owners, and representatives from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your use of the Services or the access or use of the Services by your patients (including any activities under your account); or (b) your breach of this Agreement or violation of applicable law. We will promptly notify you of any claim subject to this Section 8, but our failure to promptly notify you will only affect your obligations under this Section 8 to the extent that our failure prejudices your ability to defend the claim. You may: (y) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (z) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
9. Modifications to the Agreement. We may modify this Agreement (including any Policies) at any time by posting a revised version on our website or by providing notice to you as set forth in this Agreement. The modified terms will become effective upon posting or providing such notice to you. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check our website regularly for modifications to this Agreement.
10. Confidentiality. You may use the Confidential Information only in connection with your use of the Services as permitted under this Agreement. You will not disclose the Confidential Information during the term of this Agreement or at any time following the end of such term. You will take all reasonable measures to avoid disclosure, dissemination, reverse engineering, or unauthorized use of the Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. “Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors, or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, Services, media content, code or software, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content, and existence of any discussions or negotiations between you and us or our affiliates. The Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
11. Survival. The provisions of this Agreement, which, by their terms, require performance after the termination of this Agreement or the provision of the Services, or have application to events that may occur after the termination of this Agreement or the provision of the Services, shall survive the termination of this Agreement or the provision of the Services, including but not limited to the indemnification and confidentiality provisions.
12. Independent Contractors. Nothing contained in this Agreement shall be deemed to constitute either party being an agent, representative, partner, joint venture, or employee of the other party for any purpose. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other, incur any liability on behalf of the other, nor to direct the employees of the other. As independent contractors, each shall be separately responsible for the payment of their income or other taxes. In addition, each party shall be separately responsible for carrying workers’ compensation insurance on themselves and their employees and agents.
13. No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
14. Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. We may provide any notice to you under this Agreement by means of posting a general notice on our website or by sending a message to the email address then-associated with your account. Notices we provide by posting on our website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then-associated with your account when we send the email, whether or not you actually receive the email. You may give notice to us at any time by any letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us at the following address: Connected & Inspired Media, LLC, P.O. Box 36, Maple Plain, Minnesota 55359. Notice to us shall be deemed given when received by us.
15. Assignment. You may not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. We may assign this Agreement at any time without your written consent or notice to you.
16. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
17. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
18. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Minnesota, without giving effect to its conflicts of law principles. For the purpose of resolving conflicts related to or arising out of this Agreement, the parties expressly agree and consent to the exclusive jurisdiction of, and venue in, the federal and state courts in Hennepin County, Minnesota.
19. Website References. References to URLs or websites in the Agreement include any successor URLs or websites designated by us.
20. Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence, or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. This Agreement has been prepared in English, and English is the controlling language with respect to all matters concerning this Agreement.
Last updated April 9, 2019
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