ProsperityEHR Website Terms of Use

These Website Terms do not apply to your use of our proprietary products and related services, which are subject to their own terms of use. For more information about the terms and conditions that apply to the use of our proprietary products and services, please refer to the specific agreements accessible through those products or services or by contacting us at [email protected].

Please read these Website Terms carefully before using the Website as these Website Terms contain important information concerning your rights and obligations (as well as limitations and exclusions) arising from your access of and use of the Website. Your acceptance of, and compliance with, these Website Terms is a condition to your use of the Website. IF YOU DO NOT AGREE WITH ALL OF THESE WEBSITE TERMS, THEN YOU MUST NOT USE THE WEBSITE OR MUST STOP USING THE WEBSITE IMMEDIATELY.

ACCEPTANCE OF THESE WEBSITE TERMS

The following terms and conditions, together with any documents they expressly incorporate by reference, are the Website Terms. They govern your access to and use of the Website, including any content, functionality, and services offered on or through the Website. These Website Terms are entered into by and between you and us. References to “you” and “your” mean, individually or collectively, as the context dictates, the individual user of the Website.

YOUR USE OF THE WEBSITE MEANS THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE WEBSITE TERMS. IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THESE WEBSITE TERMS, THEN YOU MUST NOT USE OR MUST STOP USING THE WEBSITE IMMEDIATELY. WE MAY MODIFY THESE WEBSITE TERMS FROM TIME TO TIME AS DESCRIBED IN THE “CHANGES TO THESE WEBSITE TERMS” SECTION BELOW. YOUR CONTINUED USE OF THE WEBSITE AFTER WE MAKE CHANGES IS DEEMED TO BE ACCEPTANCE OF THOSE CHANGES.

ABOUT THIS WEBSITE AND ITS AUDIENCE

This Website is intended to be used by individuals, health care organizations and other businesses in the United States that are interested in learning more about ProsperityEHR and the services we offer to organizations. THIS WEBSITE DOES NOT PROVIDE CLINICAL, MEDICAL, BEHAVIORAL OR EMERGENCY HEALTH CARE SERVICES, AS MORE FULLY DESCRIBED IN THE “MEDICAL DISCLAIMER” BELOW. IF YOU NEED IMMEDIATE ASSISTANCE, CALL 911 OR CONTACT YOUR NEAREST EMERGENCY MEDICAL PROVIDER.

You may use this Website if:

• You or your health care organization or business is located in the United States and is interested in learning more about ProsperityEHR and the services we offer to businesses;
• You are a person who is interested in applying to work with or partner with us;
• You have reached the age of legal majority where you live (which is currently eighteen (18) years old in most states); and
• You agree to comply with these Website Terms.

PROHIBITED USES OF THIS WEBSITE

You are prohibited from doing any of the following in connection with our Website:

• Using this Website for any illegal, unlawful, or unethical purpose, including to violate any international, federal, provincial, state, or local laws, regulations, rules, or ordinances;
• Disassembling, decompiling, reverse engineering or using any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Website;
• Using this Website to advertise, sell, or make a profit;
• Copying, publishing, showing or displaying any Website material in any media without our express prior written permission, or selling, sublicensing, creating derivative works of, and/or otherwise commercializing any such material;
• Using this Website in any way that is damaging to this Website, or interfering with, disrupting, or creating an undue burden on the Website, its servers, or networks, including through denial-of-service attacks, flooding, or similar conduct that impacts other user access to this Website;
• Removing any copyright, trademark, or other proprietary notice from the Website or using this Website to infringe upon or violate our intellectual property rights;
• Violating, infringing, or misappropriating any third-party rights, including intellectual property rights, privacy rights, publicity rights, contractual rights, or confidentiality obligations;
• Using this Website to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• Misrepresenting your identity, providing false or misleading information, impersonating another person or entity, misrepresenting your relationship with a person or entity, or attempting to use another person’s account;
• Attempting to gain unauthorized access to this Website, or circumventing, disabling, or otherwise interfering with any security features, access controls, authentication systems, encryption, or other protective measures of the Website;
• Engaging in any data mining, data harvesting, data extraction, or any other similar activity in relation to this Website, including by using any robot, spider, crawler, scraper, or other automated means or interface to access the Website or extract data, without our express prior written permission;
• Using an application programming interface (API) or any other means of connection to access or use the Website other than those made available by us, unless otherwise preapproved by us in writing;
• Framing or utilizing framing techniques to enclose any Website materials or applying metatags or “hidden text” without our express written consent;
• Uploading or transmitting viruses, Trojan horses, worms, logic bombs, ransomware, spyware, adware, keystroke loggers, or any other type of malicious code, harmful component, or corrupted data that will or may be used in any way that will affect the functionality, security, or operation of the Website or any connected systems;
• Transmitting spam, chain letters, pyramid schemes, phishing communications, or other unsolicited bulk communications through or in connection with the Website;
• Collecting, harvesting, or storing personal information, protected health information, or other data about other users without their express consent or in violation of applicable law;
• Using the Website to monitor, benchmark, or gather competitive intelligence about the Website or our products and services; and/or
• Promoting, encouraging, or facilitating illegal activities by third parties, or assisting a third party in engaging in any of these prohibited activities.

ELECTRONIC COMMUNICATIONS

Communications made through the Website, notifications and text messages through your device’s short message service (SMS), as well as emails are all types of electronic communications. By using the Website, you agree that you may be sending and may receive electronic communications. You further authorize us to send notifications, reminders, and other communications to you or your organization through the Website, by email, text message, phone, mobile app notifications, chats, or other communication methods, including through automatic telephone dialing systems or artificial or prerecorded voice messages, to any contact information you provide (including residential and wireless numbers). You consent to receive electronic communications from us, our affiliates, business partners, service providers, and contractors at any phone numbers, email addresses, or physical addresses you provide. This consent is not a condition of purchasing any product or service from us. You may update your communication preferences where available, opt out of non-transactional emails by following unsubscribe instructions, or opt out of other communications as described in the documentation. You are not responsible for data transmission fees for notices and communications we send.

WEBSITE OWNERSHIP, CONTENT, AND TRADEMARKS

The Website and all its content, including without limitation all copyrights, patents, trademarks, service marks, and trade names, as well as all logos, text, design, graphics, pictures, icons, images, audio clips / sound files, other files, downloads, interfaces, code and software, as well as the selection and arrangement thereof, and all other intellectual property, are all proprietary and owned or controlled by us, our licensors, and certain other third-party providers of such material. The entire selection, coordination, arrangement, and “look and feel” of the Website are copyrighted as a collective work. “ProsperityEHR,” “TheraManager,” and all related names, logos, product and service names, designs, and slogans displayed on the Website are trademarks, service marks, or trade names of TheraManager LLC or its affiliates or licensors (collectively, “Our Marks”). All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

You may use our Website and download content only for your organization’s internal business purposes and your own personal use. You may not use Our Marks without our prior written permission. You are prohibited from using Our Marks: (a) in connection with any product or service that is not ours; (b) in any manner that is likely to cause confusion among customers or that disparages or discredits us; (c) in any manner that implies sponsorship, affiliation, or endorsement by us without our prior written consent; or (d) in any other manner that infringes upon our intellectual property rights.

Nothing under these Website Terms is to be construed as a sale or other conveyance or grant to any person of any rights in, to, under, or related to the Website, Our Marks, or any other intellectual property rights we own. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use Our Marks or any other intellectual property. All rights not expressly granted to you in these Website Terms are reserved and retained by us and our licensors, suppliers, publishers, rights holders, and other content providers.

WEBSITE PRIVACY AND SECURITY

Please read our Website Privacy Policy to learn how information about you is collected, used, and disclosed. By agreeing to these Website Terms or by using this Website, you are also agreeing to our Website Privacy Policy. Our Website Privacy Policy (and changes to it) are incorporated by reference into these Website Terms.

MONITORING

We reserve the right at all times to electronically record and monitor areas of our Website and may disclose any content, records, or electronic communication of any kind if required to do so by any law, regulation, or government request, if we believe that such disclosure is necessary or appropriate to operate our Website, or to protect our rights or property or those of related third parties. By using our Website, you are consenting to us recording and monitoring your activities on our Website, and we may use contractors, service providers and other third parties to assist us in recording and monitoring those activities. If you do not want your activities on our Website recorded or monitored, please do not use our Website.

INTENDED FOR USE IN THE UNITED STATES ONLY

We control and operate the Website from our office(s) within the United States and make no representation or warranty that the Website or Third-Party Content on the Website is appropriate or available for use in other locations or geographies, where your use and access to such content may be illegal and prohibited. Those who choose to access our Website from other locations do so on their own initiative and are responsible for compliance with all applicable local laws. Please also note that software is subject to United States export controls. No software that may be downloaded from our Website may be downloaded or otherwise exported or re-exported as follows: (1) into (or to a national resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (2) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. You represent and warrant that you are not located in, under the control of, or a national resident of any such country or on any such list. You agree to comply with U.S. export control laws and that you will not transfer any software or other content from this Website to a foreign national or foreign country in violation of those laws.

THIRD-PARTY CONTENT

From time to time, this Website may contain references or links to third-party materials and sites not controlled by us, such as third-party publications, hyperlinks to websites operated by third parties, and content, products, or services offered by third parties that are not affiliated with ProsperityEHR (collectively, “Third-Party Content”). Any views expressed by third parties on this Website are solely the views of such third party. We provide such information and links as a convenience to you and do not endorse such sites or any content, products, or information offered on such sites.

You are responsible for evaluating whether you want to access or use Third-Party Content, including without limitation going to a third-party site. You use Third-Party Content at your own risk and agree that these Website Terms do not apply to your use of any third-party sites. You should review any applicable terms of use and privacy policy of third-party sites before visiting or sharing any information with such a site.

AS PERMITTED BY APPLICABLE LAW, WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY CONTENT, INCLUDING WITHOUT LIMITATION ANY MEDICAL AND HEALTH CARE TREATMENT INFORMATION, AND WE ARE NOT RESPONSIBLE FOR THE CONTENT, ACCURACY, TIMELINESS OR DELIVERY OF ANY OPINIONS, ADVICE, STATEMENTS, MESSAGES, SERVICES, GRAPHICS, DATA OR ANY OTHER INFORMATION PROVIDED TO OR BY THIRD PARTIES AS ACCESSIBLE THROUGH THIS WEBSITE. WE SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENT OF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANY THIRD-PARTY CONTENT (IN WHOLE OR IN PART). YOU FURTHER AGREE THAT WE AND OUR MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES AND AGENTS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY THIRD-PARTY CONTENT AND/OR ARISING FROM YOUR DEALINGS OR COMMUNICATIONS WITH ANY THIRD PARTIES, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF, OR RELIANCE ON, ANY THIRD-PARTY CONTENT, GOODS, SERVICES, OR OTHER MATERIAL AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITE, OR ACTIONS OR OMISSIONS OF ANY THIRD PARTY.

NO ENDORSEMENT

References on the Website to any products, services, processes, or other information by tradename, trademark, manufacturer, supplier, vendor, or otherwise do not constitute or imply endorsement, sponsorship, or recommendation by us. We are not responsible for examining or evaluating, and we do not warrant or make any representations concerning the offerings of any third parties.

Similarly, any reference to ProsperityEHR, our products, services, or Website by any third party does not constitute or imply our endorsement, sponsorship, recommendation, or affiliation with such third party. The presence of a third party’s name, logo, or other information on the Website does not constitute or imply any partnership, joint venture, or other business relationship between us and that third party, unless expressly stated otherwise in a written agreement.

NO DUTY TO UPDATE; FORWARD-LOOKING STATEMENTS

We may update the content on this Website from time to time, but we are under no obligation to do so. We do not guarantee that the Website, or any content on the Website, will be free from errors or omissions, or that any content will be current, accurate, or complete at any given time. You acknowledge and agree that we have no duty to update, correct, or supplement any information, content, or materials on the Website.

The Website may contain forward-looking statements regarding our products, services, business plans, or future events. These forward-looking statements are based on current expectations, estimates, and projections about our industry and business, management’s beliefs, and certain assumptions made by management. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Actual results may differ materially from those expressed or implied by forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

USER CONTENT AND FEEDBACK

If you provide any information to us, including your personal information, you represent and warrant that:

• You are providing or accessing only your own information or the information of someone for whom you have the legal authority to act as their legally authorized representative; and
• Our use of such information will not infringe upon or misappropriate the intellectual property rights or other rights of other third parties, including rights of privacy, or violate any applicable law, rule, or regulation.

You are solely responsible for and warrant that the information you submit to us is accurate, complete, and does not contain any misrepresentations or fraudulent information.

We always welcome your feedback and suggestions on how to improve our Website. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to us, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform, and display such Feedback (in whole or part) worldwide or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Feedback. Further, we will be free to use any ideas, concepts, know-how, techniques, and suggestions contained in any communications you send to our Website for purposes of improving, developing and enhancing our products, services, and Website.

ARTIFICIAL INTELLIGENCE (AI)

We may update our Website over time to incorporate artificial intelligence (AI) capabilities. We may provide you with additional information, notices or disclaimers regarding such AI capabilities and, if required by applicable law, any rights you may have with respect to our use of certain AI capabilities. You agree we may, in our sole discretion, decide whether to use AI capabilities and may modify or discontinue our use of AI capabilities at any time.

To the extent we make any AI tool available directly to you through the Website, you are responsible for all information and data you may input into the AI tools (collectively, “AI Input”). You represent and warrant that you have all rights, licenses, and permissions required to share your AI Input with us. We cannot guarantee the accuracy, completeness, or timeliness of the information or output generated by the AI tools, including without limitation any AI output that is generated in connection with information or data that you may input on the Website or in connection with the Website (collectively, “AI-Generated Content”). AI-Generated Content must not be used as a substitute for professional advice. You must verify the AI-Generated Content and consult appropriate professionals for specific advice or information. We suggest that you do so before making any decision based on such AI-Generated Content. We do not assume, and we specifically disclaim, any responsibility or liability damages or losses resulting from your use or interpretation of this AI-Generated Content. Any actions that you take based on AI-Generated Content are at your own risk. Additionally, the AI-Generated Content is not intended to be offensive or discriminatory. If you find any AI-Generated Content that is offensive or discriminatory, please report it to us.

To the extent the Website may use AI, you acknowledge and agree that we may process and store your AI Input, AI-Generated Content, personal information, and derivatives thereof in accordance with our Website Privacy Policy. You further acknowledge and agree that we, to the extent permitted by applicable law, retain all ownership in our AI models, algorithms, and underlying technology, and you will only use AI-Generated Content for your own internal business purposes.

IN ADDITION TO ALL DISCLAIMERS AND LIMITATIONS INCLUDED IN THESE TERMS, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ANY AI CAPABILITIES OR TOOLS, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE AI-GENERATED CONTENT, OR THE USE OF AI-GENERATED CONTENT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI CAPABILITIES. WE WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM YOUR USE OF THE AI-GENERATED CONTENT OR ANY ERRORS OR OMISSIONS CONTAINED IN THE AI-GENERATED CONTENT.

COOKIES AND AUTOMATED TECHNOLOGIES

The Website may automatically collect general statistical information about users and Website activity, including IP addresses, browser type, device type, referring website, and pages viewed. For example, when you visit the Website, we may send one or more cookies to your device to recognize your browser, enable account access, gather usage statistics, and research visiting patterns. You may set your browser to refuse cookies or alert you when cookies are sent; however, some Website features may not function properly without them. We use this data in aggregate to improve the Website and may share it with third parties in aggregated, non-personally identifying form. We do not sell, rent, or share personally identifying information collected through the Website without your permission, except as necessary to operate the Website. For more information about our use of cookies and automated technologies, please review the Website Privacy Policy and our Cookie Preferences.

INDEMNIFICATION

EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS US, OUR DIRECTORS, MEMBERS, EMPLOYEES, VOLUNTEERS, AGENTS, AND ANY AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY, DAMAGES, COSTS, OR EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND COSTS, THAT MAY ARISE FROM OR IN CONNECTION WITH (A) YOUR MISUSE OF, OR ACTIVITIES IN CONNECTION WITH, THE WEBSITE IN VIOLATION OF THESE WEBSITE TERMS, (B) ANY VIOLATIONS OF THESE WEBSITE TERMS BY YOU, (C) ANY OTHER CONTENT OR MATERIAL YOU SUBMIT OR OTHERWISE TRANSMIT THROUGH THE WEBSITE, AND (D) YOUR VIOLATION OF APPLICABLE LAW OR ANY RIGHTS OF ANOTHER. IF YOU FAIL TO PROMPTLY INDEMNIFY AND DEFEND A CLAIM, WE SHALL HAVE THE RIGHT TO DEFEND OURSELVES, AND IN SUCH CASE, YOU SHALL PROMPTLY REIMBURSE US FOR ALL OF OUR ASSOCIATED COSTS AND EXPENSES. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO DEFENSE BY YOU, AND IN SUCH CASE YOU AGREE TO COOPERATE FULLY WITH US IN THE DEFENSE OF SUCH MATTER.

ADDITIONAL DISCLAIMERS, LIMITATIONS OF LIABILITY; JURY TRIAL WAIVER AND CLASS ACTION WAIVER

AT YOUR OWN RISK. Your use of and access to this Website and/or Third-Party Content is solely at your own risk.

MEDICAL DISCLAIMER. THIS WEBSITE DOES NOT OFFER CLINICAL, MEDICAL, BEHAVIORAL, EMERGENCY, LEGAL OR OTHER PROFESSIONAL ADVICE, AND NOTHING CONTAINED IN THIS WEBSITE IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR HEALTH CARE DIAGNOSIS OR TREATMENT.

GENERAL DISCLAIMER OF WARRANTY. We do not guarantee that information on this website will be accurate, complete, timely (real time), error-free, SECURE, or without interruptions. YOU UNDERSTAND AND AGREE THAT this website, ANY SERVICES PROVIDED THROUGH this website, AND ALL THIRD-PARTY CONTENT ON THIS WEBSITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, We make NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO This website OR THE MATERIALS CONTAINED ON this website, AND TO THE FULLEST EXTENT PERMITTED BY LAW We disclaim ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

LIMITATIONS OF LIABILITY. you understand and agree that WE, OUR members, officers, directors, representatives, employees, agents, affiliates, business partners, SERVICE PROVIDERS AND CONTRACTORS will not be liable to you or anyone else for any indirect, INCIDENTAL, consequential (INCLUDING without limitation LOST REVENUES OR LOST PROFITS), punitive, OR exemplary DAMAGES, PENALTIES, or special liability arising out of or in any way CONNECTED WITH your use of this WEBSITE, THE USE OF THIS WEBSITE BY ANOTHER PERSON ACCESSING YOUR ACCOUNT, OR YOUR VIOLATION OF THESE WEBSITE TERMS OR OUR WEBSITE PRIVACY POLICY.

IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO USE OF THIS WEBSITE EXCEED $500. This monetary cap on liability applies REGARDLESS OF WHETHER WE HAVE BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH LIABILITY OR THE TYPE OF CLAIM (INCLUDING WITHOUT LIMITATION CONTRACT OR TORT).

NO LIABILITY FOR MALICIOUS CODE. We disclaim responsibility for any harm resulting from downloading or accessing any information or material through this website, including without limitation harm caused by viruses or similar destructive properties.

TIMING OF CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE WEBSITE TERMS, OUR WEBSITE PRIVACY POLICY, OR OUR WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

SCOPE OF LIMITATIONS. THE LIMITATIONS IN THIS SECTION WILL APPLY WHETHER SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS.

JURY WAIVER. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, We AND YOU, EACH, KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL, TO THE FULLEST EXTENT THAT ANY SUCH RIGHT WILL NOW OR HEREAFTER EXIST, IN ANY PROCEEDING, CLAIM, COUNTER-CLAIM OR OTHER ACTION INVOLVING ANY DISPUTE OR MATTER ARISING UNDER THESE WEBSITE TERMS.

CLASS ACTION WAIVER. YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED IN ACCORDANCE WITH THESE WEBSITE TERMS AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION LAWSUIT, OR CLASS OR COLLECTIVE ARBITRATION.

SEVERABILITY. If applicable law does not allow for any disclaimer, limitation of liability, or waiver (or any portion thereof) as set forth in these Website Terms, the disclaimer, limitation of liability, or waiver will be deemed modified solely to the extent necessary to comply with applicable law.

TERM; SUSPENSION AND TERMINATION; SURVIVAL

These Website Terms are effective immediately between you and us upon your use of the Website. The then-current version of these Website Terms will remain in full force and effect while you use this Website. Your request and ability to access and use this Website is not guaranteed. We may deny you access to this Website without notice for any reason or no reason. Rights and obligations which by their nature should survive will remain in full force and effect following termination or expiration of these Website Terms, including without limitation all disclaimers, limitations on liability, class action waiver, and indemnification.

DIGITAL MILLENNIUM COPYRIGHT ACT

We respect others’ intellectual property rights and ask others to do the same. If our Website allows you to post content to the Website that is visible to the public, we agree to comply with the copyright notice-and-takedown procedures set out in the United States Digital Millennium Copyright Act (DMCA), which applies to content reported and removed for violating U.S. copyright laws. Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice.

If you decide to submit a notice, please include the following information in your notice:

• Identification of the work(s) claimed to have been infringed and a statement of ownership to such work(s);
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number and e-mail address at which you may be contacted;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
• Your physical or electronic signature.

Please note that we may share any notices and counter-notices submitted to us with others in accordance with our Website Privacy Policy. For more information on submitting notice or counter-notice, please contact us using the contact information below.

Our designated agent for DMCA notices can be reached at [email protected]

CHANGES TO THESE WEBSITE TERMS

We reserve the right, at any time, to add to, change, update, or modify these Website Terms. If we decide to change these Website Terms at any time, we will notify you by posting a new notice on the Website and changing the “Last Updated” at the top of these Website Terms. If we make material changes to these Website Terms, we will provide you with notice to the contact information you provided (such as your email), if you provided us with your contact information. It is important that you monitor these Website Terms and your designated contact information for changes to these Website Terms. We may also request that you confirm you have read Website Terms and any revised version before we provide you access to the Website or certain portions of the Website. We will accept your continued use of the Website after we make changes as acceptance of those changes.

MISCELLANEOUS TERMS

Business Relationship. These Website Terms shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between ProsperityEHR and you or your organization.

Interpretation. These Website Terms are written in the English language. We do not guarantee the accuracy of any translated versions of these Website Terms. To the extent any translated versions of these Website Terms conflict with this English language version, the English language version of these Website Terms will control.

Electronic Signatures. You agree that all agreements, notices, consents, authorizations, disclosures, and other communications done electronically either through this Website, SMS (or other text messaging applications), email, or other electronic means satisfy any legal requirement that such communication be in writing. You also agree to the use of electronic signatures (including check marks / click throughs), contracts, consents, authorizations, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by or through this Website, SMS (or other text messaging applications), or email. You waive any rights or requirements under any applicable law which require an original signature, signature by name or initial, or delivery or retention of non-electronic records.

Governing Law and Jurisdiction. The laws of the State of Delaware govern the interpretation of these Website Terms and our Website Privacy Policy, and will apply if there are disputes, without reference to its choice of law rules. We each consent to the jurisdiction and venue in Delaware, and waive any objections to such jurisdiction and venue; provided, however, that we shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction.

Entire Agreement; Order of Priority. These Website Terms, including any legal notices and disclaimers contained on the Website, constitute the entire agreement between us and you in relation to your use of the Website, and supersede all prior agreements and understandings with respect to the Website. You agree that you have not relied on any promises or representations by us except as set forth in these Website Terms. If there is any conflict between these Website Terms and any other rules or instructions posted on the Website, these Website Terms shall control.

No Waiver; Reservation of Rights. Our failure to insist upon or enforce any provision of these Website Terms shall not be construed as a waiver of any provision or right. These Website Terms do not limit any rights that we may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to us, pursuant to these Website Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to us.

Assignment. You are not permitted to assign, transfer, or delegate any of your rights and/or obligations under these Website Terms and any attempted transfer or assignment will be null and void. We are permitted to assign, transfer, delegate, and subcontract our rights and/or obligations under these Website Terms without any notification to you or requiring your consent.

Force Majeure. We shall not be liable, or deemed to be in default or breach of these Website Terms or our Website Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, civil insurrection, strikes or other organized labor interruption, epidemics, pandemics, or other threats of serious disease or illness (as determined by an authorized state governmental agency or official or the Centers for Disease Control and Prevention), interruptions or failures of third-party utilities (e.g., electricity providers) or third-party communications providers or the Internet, fire, explosions, floods, or other natural disasters, acts or omissions of you or third parties not under our direction or control.

Severability. Every provision of these Website Terms shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of these Website Terms (or portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision (or portion thereof) shall be deemed severed from these Website Terms and all other provisions of these Website Terms shall remain in full force and effect.

Headings. All headings included in these Website Terms are included for convenience only and shall not be considered in interpreting these Website Terms.

CONTACT US

If you have questions, please contact us at [email protected].