DOCPACE Terms of Use and Service

Last Modified: March 14, 2024

Welcome to DOCPACE.

PLEASE READ THESE TERMS OF USE AND SERVICE CAREFULLY BEFORE YOU USE THE SERVICES AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

1.     Acceptance of the Terms of Use

These terms of use and service ("Terms of Use"), together with all documents, policies, and agreements they incorporate by reference, constitute a binding contract between DOCPACE, Inc., a Delaware limited liability company, ("DOCPACE", the "Company", "we", "our", or "us") and you (either an individual, or if you are acting on behalf of a company or other legal entity, that entity) ("you", "your", or "user").  As used herein, the terms "you", "your", and "user" include any person who visits any of our Websites (defined below) or accesses or uses the Services (defined below), whether as a guest or registered user.  These Terms of Use govern your access to and use of all applications, services, offerings, and websites owned or operated by DOCPACE, including those located at www.docpace.com, https://manager.prod.docpaceproduction.com,and www.drchat.live (collectively, our "Websites"), as well as all content, software, applications, products, functionalities, and services made available, offered, or obtained on or through DOCPACE and/or our Websites including, but not limited to, that certain proprietary data analytics platform referred to as DOCPACE Insights as well as the proprietary DrChat application (“DrChat App”) (collectively, and together with the Websites, the "Services").

BY CLICKING THAT YOU ACCEPT OR AGREE TO THE TERMS OF USE OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND (B) ACCEPT AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS OF USE, EFFECTIVE WHEN YOU CLICK "I AGREE" OR ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT OR AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE SERVICES.

2.     Definitions

"Authorized Users" means a Practice and its Providers and Patients (i) who are authorized to access and use the Services under the rights granted to the Practice or Provider pursuant to a contractual agreement with DOCPACE including, but not limited to, as Subscription Agreement and Order Form, License Agreement, and End User License Agreement, (ii) who are authorized to access and use any Services under the rights granted to the Practice or Provider pursuant to a Beta Test Customer Agreement, and (iii) for whom access to the Services has been purchased thereunder or for whom access to the Services has been authorized by a Beta Test Customer Agreement, respectively.

“Beta Test Customer Agreement” means the agreement between a Practice or Provider and DOCPACE governing the access to and use of any Services that are not yet available for commercial use and for which Practice or Provider is not charged a fee.

"Company IP" means the Services, Documentation, and all intellectual property including but not limited to U.S. Pat. No. 11282041 (and any continuations or divisional applications thereof) used in connection with the foregoing.  For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from our monitoring of users' access to or use of the Services but does not include your Personal Information.

"Documentation" means all user guides, instructions, videos, manuals, online help files, and other reference materials, whether in printed or electronic format, relating to the Services furnished or provided by us to you.

"Order Form" means an order for Services placed by a Practice or Provider with DOCPACE by completing and submitting DOCPACE's order form or quote subject to all of terms and conditions accepted by the Practice or Provider as part of the ordering process.

"Patients" are individual patients of a Practice who receive medical treatment or other healthcare services from a Practice's Providers.

“Personal Information” is personally identifiable information, which is any information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other information that is linked or linkable to a specific individual, as defined by applicable data privacy laws.

"Practices" are hospitals, clinics, practices or other medical groups or healthcare systems that have contracted with DOCPACE to permit use of the Subscription Services by their respective Providers and Patients.

"Providers" are practitioners, office staff, or other individuals who are employees or contractors of a Practice and provide healthcare-related services for Patients.

"Subscription Agreement" shall refer to any agreement between a Practice or Provider and DOCPACE, as applicable, governing the provision of Subscription Services, including a Subscription Agreement, License Agreement, or End User License Agreement, respectively.

"Services" means the Services that are available only through payment of a fee and pursuant to a Subscription Agreement, Order Form, License Agreement, or End User License Agreement, between a Practice or Provider and DOCPACE. This term includes the Mobile Services.

3.     Eligibility

The Services are offered and available only to users who meet the eligibility requirements in this section. By accessing or using the Services, you represent and warrant that you are at least 18 years of age and reside in the United States. If you are accepting these Terms of Use on behalf of a company or other legal entity, you further represent and warrant that you have the right, power, and authority to accept and agree to these Terms of Use and bind such entity and that such entity was formed under the laws of and is domiciled in the United States. If you do not meet all of these requirements, you must not access or use the Services.

The Services are intended solely for use by (i) Practices; (ii) Providers; and/or (ii) Practices/Providers and Patients who have been specifically identified for onboarding and use of the Services by their respective Practice or Provider, as applicable. If you do not meet these qualifications, you are prohibited from accessing and using the Services.

Practices (or Providers as applicable), not DOCPACE, are solely responsible for determining which of their Providers and Patients will be (and continue to be) eligible to use the Services. DOCPACE will comply with any instruction from a Practice (or Provider as applicable) to discontinue offering the Services to any of its Providers or Patients.

In addition, DOCPACE may refuse to offer or continue offering the Services to any person at its sole discretion and may change its eligibility criteria from time to time.

4.     Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected and agree to check this page from time to time so that you are aware of changes, as such changes are binding on you.

5.     Registration and Account Security

Although you may be able to visit our Websites, you will not be able to access or use any valuable aspect of the Services without first registering to become an Authorized User. In the case of Providers, you need to be specifically identified by your Practice as an Authorized User to gain access to the Services and will be required to create a user account.  In the case of Patients, you must consent to the Mobile Services (as described below) through the Practice and provide your contact information, including a cell phone number, to the Practice to be added as an Authorized User.  When registering, you must provide accurate, current, and complete information.  For avoidance of doubt, the applicable Practice and/or Provider is responsible for obtaining the consent of any Patient to use the Mobile Services or any other Services.  In no event shall DOCPACE be responsible or liable for obtaining any consent from any Patient hereunder.

You may never use another’s user account. You may not assign or otherwise transfer your account to another person or entity. You are solely responsible for the activity that occurs on your account, whether authorized or not, and must keep your account secure. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must keep such information secure and treat it as confidential. You agree that you will not disclose such information to any other person or entity. You may not allow any other person to use your login credentials to access the account. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You must notify us immediately of any breach of security or unauthorized use of your account. Although DOCPACE will not be liable for your losses caused by any unauthorized use of your user account, you may be liable for the losses of DOCPACE or others due to such unauthorized use.

You agree and acknowledge that all information you provide to register for any of the Services, including, but not limited to, through the use of any interactive features on our Websites, is governed by our Privacy Policy, found at www.docpace.com/privacy-policy. You consent to all actions consistent with our Privacy Policy that we take with respect to your information.

6.     Mobile Services

Some of the Services are provided or delivered via the DOCPACE mobile web application, SMS texting, or DrChat App (the "Mobile Services").  The Mobile Services allow for the transmission of communications between Practices/Providers and Patients via SMS messaging and/or our Websites and/or the DrChat App.  Communications that Patients may receive via Mobile Services could include timeframes for appointments and updates to instructions previously given via telephone, e-mail, or mail.

To use the Mobile Services, Patients must first "opt-in" or agree to receive communications from their respective Practice or Provider(s) during the onboarding process. Providers, on behalf of their Practices, must provide Patients with information regarding the Mobile Services and obtain Patient consent to send them communications, unless expressly provided by DOCPACE otherwise.  Except as expressly agreed to otherwise, DOCPACE is not responsible for obtaining Patients’ “opt-in” or consent, that being the sole responsibility of the applicable Practice and/or Provider.

Patients can cancel the SMS specific Mobile Services at any time by simply texting "END" to the short code. After sending this message to the short code, an SMS message will be sent confirming that you have been unsubscribed. After this, you will no longer receive SMS messages. If you want to reenroll in the SMS specific Mobile Services, contact the Practice or Provider to reinstate these Services.

We are able to deliver SMS messages to all major carriers. Message and data rates may apply for messages sent to you or by you. Message frequency varies. If you have any questions about your text plan or data plan, you may consider contacting your wireless provider. ***Carriers are not liable for delayed or undelivered messages.***  If you have questions about the Mobile Services, you can email us at info@docpace.com.

7.     Services Are Not Healthcare Services

The Services, including the Mobile Services, are for informational and routine purposes only. DOCPACE does not offer or provide any kind of medical advice, health insurance, or other healthcare service, including without limitation, any counseling, testing, medication, procedure or therapy related to the avoidance, prevention, diagnosis, or treatment of any acute or chronic illness, disease, or condition (collectively, "Healthcare Services"). The Services are not a substitute for professional Healthcare Services. Always seek the advice of your physician or other qualified healthcare provider with questions regarding any medical condition or call 911 in an emergency. The Services are intended only as a tool, which can be used to assist Patients and Providers in coordinating, managing and communicating about routine Healthcare Services. The Services are not intended for use in any emergency or urgent matter. As a result of its limited role as an intermediary between Patients and Providers, DOCPACE has no control over the appropriateness, accuracy, quality, timeliness, scope, price or risks of or associated with any Healthcare Service. Therefore, you agree to release DOCPACE from any and all claims, demands, damages, and liabilities, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Healthcare Services (including any injuries or disability arising therefrom). To the extent that any Healthcare Services are offered to any Patient, they are provided by the applicable Practice and its affiliated Providers, not DOCPACE. Accordingly, Healthcare Services are not deemed to be within the scope of the Services provided by DOCPACE, and we shall have no obligation or liability regarding Healthcare Services. DOCPACE does not recommend or endorse any specific Practice, Provider, or Healthcare Service.

8.     Accessing the Services

You agree that you are responsible for making all arrangements and procuring all equipment, devices, utilities, and services required for you to connect to and access to the Services (e.g., computers, cell phones, internet services, and cellular data services).

We reserve the right to withdraw or amend the Services, in our sole and absolute discretion, without notice. We will not be liable if, for any reason, all or any part of the Services is unavailable or inaccessible, at any time, or for any period. From time to time, we may restrict access to all or any part of the Services to users, including Authorized Users.

9.     Compliance with Laws and Data Privacy

In connection with your use of the Services, you are required and agree to comply with all applicable laws, regulations, and rules including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA"), its Standards for Privacy of Individually Identifiable Health Information (the "Privacy Rule"), and its Security Standards for the Protection of Electronic Protected Health Information (the “Security Rule”). We agree to comply with HIPAA, the Privacy Rule, and the Security Rule.

10.  Electronic Communications

When you use the Services or send e-mails, text messages, and other communications to us from your computer, mobile device, or any other device, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Websites or through other means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You acknowledge that it is your responsibility to provide us with a correct, current, and complete e-mail address, your contact information, and other pertinent information, and you also agree to keep such information up-to-date. You understand and agree that if we send you an electronic communication, but you do not receive it because your email address, phone number, or other contact information on file is incorrect, out-of-date, or blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the communication to you.

For Patients, please update your information by contacting your Practice and/or Provider.  For Practices and Providers, you can update your information by contacting our customer support team at help@docpace.com or (504) 931-7331.

11.  User Personal Information

As set forth by and as governed by our Privacy Policy, we will not: (a) access, process, or otherwise use your Personal Information other than as necessary to facilitate operations of the Services or (b) grant a third-party access to your Personal Information without your consent. Any subcontractor we use who needs access to such Personal Information shall be subject to a confidentiality agreement. Notwithstanding the foregoing, we may disclose your Personal Information as required by applicable law or a government authority. As to Authorized Users, we will endeavor to provide you with notice of any such legal or governmental demand and reasonably cooperate with you in efforts to seek a protective order or otherwise to contest such required disclosure, undertaken by you at your expense.

While we take reasonable precautions to ensure the safety and security of the Personal Information provided or uploaded by you and minimize risk of exposure of that data, cybercrimes remain prevalent in internet-based systems. As a result, we cannot guarantee that in using the Services your Personal Information will not be subject to such risks. We have and will continue to take measures that we deem reasonable to safeguard against such risks of disclosure or exposure, provided there is some risk that information might be exposed or disclosed through actions outside of our control.

We are not liable for the accuracy of Personal Information provided or uploaded to the Services by you.

12.  Intellectual Property

The Services, which includes all information, contents, features, functionalities, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, and Documentation are owned by the Company, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  You expressly acknowledge and agree that the content accessible through the Services is the property of DOCPACE, and DOCPACE retains all right, title, and interest in the content.

Access Rights

Subject to these Terms of Use and the terms and conditions of the applicable Subscription Agreement and Order Form and/or Beta Test Customer Agreement, respectively, DOCPACE hereby grants Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited: (a) right to access and use the applicable Services and (b) license to use Documentation (collectively, referred to as "Access Rights"). For Practices, Access Rights are for internal business operations only. For Providers, Access Rights are solely for the lawful, personal, informational, non-commercial, and internal business operations of their respective Practice. For Patients, Access Rights are for personal use only.

An Authorized User's Access Rights terminate upon the expiration of the applicable Term, as defined in the applicable Subscription Agreement, Order Form, and/or Beta Test Customer Agreement, respectively, unless sooner terminated pursuant to these Terms of Use or the applicable provision set forth in any of the aforementioned documents.

Permitted Uses

You must not reproduce, distribute, modify, create derivative works of or based on, reverse engineer, publicly display, publicly perform, republish, monitor, download, store, or transmit the Websites or the Services, or any part or component thereof, except as follows:

·         Your computer or device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

·         You may store files that are automatically cached by your web browser for display enhancement purposes.

License. You hereby grant to us a non-exclusive, royalty-free, worldwide license to access, reproduce, distribute, disclose, store, de-identify, or otherwise use data or Personal Information that you provide to us through the Services for the purposes of (i) providing the Services; (ii) analyzing and improving the Services; and (iii) compiling Aggregated Statistics (defined below).

Aggregated Statistics. DOCPACE employs artificial intelligence technology to monitor and predict Authorized Users' activities, using data and information input into the Services as governed by the applicable Business Associate Agreement, to improve the efficiency of delivery of healthcare services and the accuracy of our Services overall.  Notwithstanding anything to the contrary in these Terms of Use, we shall have the right to collect and analyze data and information concerning your use of the Services and to derive further data and information from such use in an aggregated and anonymized manner to compile statistics, metrics, insights, trend data about the Services ("Aggregated Statistics"). You acknowledge and agree that all right, title, and interest, including all intellectual property rights, in Aggregated Statistics belong to and are retained solely by DOCPACE. You acknowledge that we may compile Aggregated Statistics based on data and information input into the Services. You agree that DOCPACE may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics for, among other things, marketing or training purposes to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Authorized Users.

Reservation of Rights. DOCPACE reserves all rights not expressly granted to you herein. Except for the limited rights and licenses expressly granted in herein, nothing in these Terms of Use grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Company IP. You acknowledge that we retain and reserve all right, title, and interest, including all intellectual property rights, in or to the Company IP.

13.  No Unlawful or Prohibited Use

You may not use the Services in any way that causes, or may cause, damage to Services or impairment of the availability or accessibility of the Services, or any of the areas of the Services. You may not use the Services (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. Except as expressly permitted by these Terms of Use or the Privacy Policy, you will not and will not encourage or assist any third party to:

·         Alter, modify, tamper with, repair, copy, or create derivative works of or based on the Services, or make any electronic reproduction, adaptation, distribution, performance, or display of the Services, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Services.

·         Sell, lend, rent, resell, lease, sublicense, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Services, Documentation, or other related materials.

·         Reverse engineer, disassemble, or decompile any aspect, component, or part of the Services for any purpose, including gaining access to or uncovering any source code or underlying ideas, concepts, and algorithms.

·         Use the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export or transfer of data, technology, or software to and from the United States or other countries).

·         Delete, alter, or obscure any copyright, trademark, or other proprietary rights notices on the Services, or from copies of materials from the Services, in any way that violates any applicable federal, state, local or international law or regulation.

·         Infringe the rights of any person or entity, including, without limitation, their intellectual property, privacy, publicity, or contractual rights.

·         Use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

·         Impersonate the Company, a Company employee, another user, or any other person or entity, including, without limitation, by using e-mail addresses associated with any of the foregoing.

·         Use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with or restrict another's use of the Services, or which, as determined by us in our sole discretion, may harm the Company or users of the Services or expose them to liability.

·         Use any bots, spiders, scripts, scrapers, data miners, or similar software or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

·         Use any manual process to monitor or copy any of the material on the Services or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

·         Copy any materials, features, functions, integrations, interfaces, or graphics of or from the Services.

·         Copy, modify, erase, or damage any information contained on computer servers used or controlled by DOCPACE or any related third party.

·         Access or use any password-protected, secure, or non-public areas of the Services, or access data on the Services not intended for you, except as specifically authorized by DOCPACE.

·         Use any device, software, or routine that interferes with the proper working of the Services.

·         Introduce any viruses, Trojan horses, malware, worms, logic bombs, or other material that is malicious or technologically harmful to the Services.

·         Attempt to probe, scan, or test the vulnerability of the Services, or breach any implemented security or authentication measures, regardless of your motives or intent.

·         Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services, any servers on which the Services are stored, or any server, computer, or database connected to the Services.

·         Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

·         Otherwise attempt to interfere with the proper working of the Services.

·         Collect or harvest any personally identifiable information, including but not limited to account names or contact information, from the Services, or to use communication systems provided by the Services for any commercial solicitation purposes.

·         Build any commercially available product or service from or based on the Services.

·         Use the Services or the Documentation for any commercial purpose.

·         Share passwords or other access information or devices or otherwise authorize anyone other than an Authorized User to access or use the Services.

If you would like to make any use of the Services or the Documentation other than that set out in these Terms of Use, you must first obtain the express written permission of DOCPACE. Please submit your request to info@docpace.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Use, your right to use and access the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

We have the right to suspend or deny access to the Services and to refuse, disable, or cancel any account, username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole and absolute discretion if, in our opinion, you have violated any provision of these Terms of Use.

14.  Notice and Procedure for Making Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Websites infringe your copyright, you may request removal of those materials (or access to them) from the Websites by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

·       Your physical or electronic signature.

·       Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Websites, a representative list of such works.

·       Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

·       Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

·       A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

·       A statement that the information in the written notice is accurate.

·       A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Spencer Sanderford

DOCPACE, Inc.

111 Veterans Memorial Blvd, Suite 250, Metairie, Louisiana 70005

(504) 202 -0829

spencer@docpace.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly and materially misrepresent that material or activity on the Websites is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

15.  Trademarks

The Company's name and logo and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans which may appear on the Services are the trademarks of their respective owners.

16.  Ownership of Feedback

If you send or transmit any communication or material to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

17.  Reliance on Information Posted by Us or Others

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or by anyone who may be informed of such information.

The Websites may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

18.  Changes to the Services

We may update, upgrade, or change any feature or function of the Services at any time. Nevertheless, the Services, or any part thereof, may be out-of-date at any given time, and we are under no obligation to update the Services.

19.  Information About You and Your Visits to the Services

All information we collect through the Services, including any information you provide to register for the Services or through electronic communications, is subject to our Privacy Policy, located at www.docpace.com/privacy-policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

20.  Links from the Websites

If our Websites contain links to other sites, services, and resources provided by third parties, these links are provided for your convenience only. This includes, but is not limited to, links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites, services, or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We may disable all or any social media features and any links at any time without notice in our discretion. By using the Services, you expressly relieve the Company from any and all liability arising from your use of any third-party website.

21.  Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files that you access or that are available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER OR DEVICE, OR ITS EQUIPMENT, PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL, DUE TO YOUR USE OF THE SERVICES OR ANY ITEMS OBTAINED THEREFROM OR TO YOUR ACCESS TO OR DOWNLOADING OF ANY MATERIAL POSTED ON THE Websites, OR ON ANY WEBSITE LINKED TO THEM.

YOUR USE OF THE SERVICES, INCLUDING ITS CONTENT, SOFTWARE, OR PRODUCTS, AND ANY ITEMS OBTAINED THEREFROM, IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY WARRANTS NOR GUARANTEES SEAMLESS, PERFECT, OR ACCURATE INTEGRATION OF ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WITH ANY THIRD-PARTY PROGRAMS OR SERVICES, INCLUDING WITHOUT LIMITATION ATHENAHEALTH.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

22.  Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITE LINKED TO THE WEBSITES, ANY CONTENT OR ITEMS PROVIDED ON OR OBTAINED THROUGH THE Websites OR any WEBSITE LINKED TO them, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, PAIN AND SUFFERING, EMOTIONAL DISTRESS, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF YOU ARE DISSATISFIED WITH ANY PART OF THE SERVICES OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

YOU AGREE THAT THE AGGREGATE LIABILITY OF DOCPACE, OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONSULTANTS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED $50.

23.  Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: your violation of these Terms of Use, your use of the Services in violation of any rights of a third party; your violation of any applicable laws, rules, or regulations; your use of or inability to use the Services, including, but not limited to, any use of the Services other than as expressly authorized in these Terms of Use; or your use of any information obtained from the Services. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense.

24.  Geographic Restrictions

We are based in the state of Louisiana located in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are solely responsible for compliance with local laws.

25.  Governing Law, Jurisdiction, and Dispute Resolution

Please read this section carefully as it affects YOUR legal rights and requires individual, final, and binding arbitration.

You and the Company agree that any and all causes of action, claims, or disputes at law or equity that have arisen, or may arise, between you and the Company (including any disputes or claims between you and a third party agent of Company) that relate in any way to or arise out of this or previous versions of these Terms of Use or the Services, your use of or access to the Services, the actions of the Company or its agents, or any products or services sold, offered, or purchased through the Services ("Claims") will be resolved in accordance with the provisions set forth in this section.

You agree that all Claims shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

You agree that all Claims shall be resolved exclusively through final and binding arbitration in accordance with the rules of the American Arbitration Association.  All arbitration proceedings shall take place only in New Orleans, Louisiana.  An arbitrator can award damages that do not conflict with these Terms of Use.  The arbitrator's award shall be final, and judgment may be entered upon it in any court of competent jurisdiction.  Any court of competent jurisdiction may review an arbitration award.  This agreement to arbitrate shall survive termination of these Terms of Use, any applicable Subscription Agreement, and/or any applicable Beta Test Customer Agreement.

In the event that your agreement to arbitrate above is found not to apply to you or to a particular Claim, you agree that all Claims shall be instituted exclusively in the federal courts of the United States or the courts of the State of Louisiana in each case located in Orleans Parish.  You hereby consent to the exclusive jurisdiction and venue of courts in Louisiana in for all such Claims and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  If any Claim proceeds in court, you and the Company waive any right to a jury trial.

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED OR PUTATIVE CLASS, OR COLLECTIVE, REPRESENTATIVE, AND/OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

Notwithstanding anything herein to the contrary, DOCPACE may bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of its or its licensors' intellectual property rights.

In the event that any legal or equitable action or proceeding arises out of or concerns these Terms of Use, we shall be entitled to recover our court or arbitration costs and reasonable attorney's fees from you. However, if any applicable law, regulation, or rule requires the reciprocity of attorney's fees, no party shall be entitled to recover attorney's fees, and both parties forfeit any right to recover attorneys' fees.

ANY CLAIM THAT YOU MAY HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OTHERWISE SUCH CLAIM IS PERMANENTLY BARRED.

26.      Third Party Ownership and Proprietary Rights

Apple Required Terms. If you have downloaded the DrChat App from the Apple, Inc. (“Apple”) App Store or if you are using the DrChat App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and DOCPACE only, not with Apple. DOCPACE, not Apple, are responsible for the DrChat App and the content of it. The license granted to you in this Agreement is for use on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the DrChat App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. If this Agreement conflicts with the Apple Media Services Terms and Conditions, then the Apple Media Services Terms and Conditions shall apply with respect to the App. If you need any support with respect to the DrChat App, please contact DOCPACE. 

Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the DrChat App. In the event of any failure of the DrChat App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the DrChat App to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the DrChat App. 

Apple is not responsible for addressing any claims by you or any third party relating to the DrChat App or your possession and/or use of the DrChat App, including: (1) product liability claims; (2) any claim that the DrChat App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the DrChat App and/or your possession and use of the DrChat App infringes upon that third party’s intellectual property rights. 

You agree to comply with any applicable third-party terms, when using the DrChat App. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.

Additional Terms Relevant to Google, Inc. This Agreement constitutes a license agreement in lieu of any license grant provided by Google to use the DrChat App on a supported device. A “supported device” is a combination of a mobile device running android software and an android software version(s) that is supported by the App. This Agreement is made between you and DOCPACE only, and not with Google. DOCPACE is solely responsible for the DrChat App. The Google Play Marketplace is owned and operated by Google, Inc. Your use of Google Play is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at https://www.google.com/accounts/tos) and the Google Play Terms of Service (found at https://play.google.com/intl/en-us_us/about/play-terms.html and together with the Google Terms of Service called the “Terms”). The Google Play Terms of Service and the Google Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict. DOCPACE is solely responsible for providing, and Google has no obligation to provide, maintenance, and support for the DrChat App. Support requests, as well as questions, complaints or claims regarding the DrChat App, may be directed to support@docpace.com. 

To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to the DrChat App, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. Google shall not be responsible for addressing any claims by you or any third party relating to the DrChat App or your possession and/or use of the DrChat App, including but not limited to (i) product liability claims, (ii) any claim that the DrChat App fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation. Google shall not be responsible for the investigation, defense, settlement or discharge of any claim that the DrChat App or your possession and use thereof infringes a third party’s intellectual property rights. 

You represent and warrant that (i) the DrChat App and the service(s) will not be downloaded or used in, or transported to, a country that is subject to a United States government embargo or has been designated by the United States government as a “terrorist-supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties. For the improvement of Google Play, Google may collect certain usage statistics from Google Play and your supported device, including but not limited to, information on how Google Play and your supported device are being used. The data collected is examined in the aggregate to improve Google Plan for users and developers and is maintained in accordance with Google’s Privacy Policy. DOCPACE can neither control nor are responsible for the privacy practices of Google. To ensure the improvement of the DrChat App, limited aggregate data may be available from Google to DOCPACE upon DOCPACE's written request.

27.      Miscellaneous Provisions

Force Majeure. We shall not be responsible for delays, errors, failures to perform, interruptions, or disruptions in the Services caused by or resulting from an act, omission, or condition beyond our reasonable control, whether or not foreseeable or identified, including without limitation acts of God, strikes, lockouts, riots, acts of war, governmental regulations, fire, power failure, pandemic or epidemic, earthquakes, severe weather, floods, or other natural disaster.

No Third-Party Beneficiaries. Nothing in these Terms of Use confers any third-party rights or benefits, unless indicated otherwise.

No Waiver. No waiver by us of any term or condition set forth in the Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Severability. In the event that any one or more of the provisions of these Terms of Use shall be determined by an arbitrator, arbitration panel or court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder of these Terms of Use shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in these Terms of Use shall be held to be excessively broad as to duration, activity, or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.

Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of these Terms of Use to the extent necessary for the intended preservation of such rights and obligations.

Entire Agreement. These Terms of Use, including by reference our Privacy Policy and, if and to the extent applicable, the Subscription Agreement and Order Form, constitute the sole and entire agreement between you and DOCPACE with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

27.  Support, Comments, and Concerns

All notices of copyright infringement claims should be sent to the copyright agent designated in the section titled "Notice and Procedure for Making Claims of Copyright Infringement" above in the manner and by the means set out therein.

If you are having difficulty operating the Services, you can contact us Monday through Friday during the hours of 8:30 AM – 5:00 PM CST for support at help@docpace.com or (504) 931-7331.

All other feedback, comments and communications relating to the Services should be directed to info@docpace.com.