SuperPractice LLC Terms of Service
BY ACCESSING, USING THE SOFTWARE AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AS AND/OR ON BEHALF OF THE PERSON/ENTITYLISTED IN THE ACCOUNT CREATION, SIGN UP OR SIMILAR FORM (“REGISTRATION FORM”), THE ACCOUNT OWNER AND THE PRACTICE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ACCOUNT OWNER AND THE PRACTICE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, YOU MAY NOT AND SHALL NOT ACCESS, OR USE THE SERVICE (AS DEFINED IN THESE TERMS OF SERVICE).
These Terms of Service (“Agreement” or “Terms of Service”) are a binding contract between the Account Owner(s) (as defined below) (referred to herein as “Account Owner”, “You” “you”, “your” or “Your”) and SuperPractice, LLC (referred to herein as “SuperPractice” or “Us” or “We”). The Terms of Service shall govern Your and the Team Members’ use of the Service, and Your and the Team Members’ rights and obligations with respect to User Data that placed in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account through which You and the Team Members will access the Service (hereinafter an “Account”) for use in connection with the Service. By accessing, using, subscribing, purchasing, or downloading the Service, or any goods, materials, or content from the Website, You agree to, and ensure that all who access the Service through Your account, follow and be bound by the following terms and conditions and any other terms and conditions embodied in any other agreements you enter into with Us. If you do not agree with the Terms of Service, neither You nor the Team Members may use the Website or the Service.
If You know, or have a suspicion or the good faith belief that, a Team Member has violated the Terms of Service, You are is responsible for immediately revoking access rights to the User(s). Additionally, if you become aware that a Team Member no longer possesses the requisite licenses or other credentials or is no longer employed by or affiliated with the You, You have the responsibility to immediately revoke access rights to these Users.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.
These Terms of Service apply to Your and the Team Members use of the Service and ALL transactions made on or through the Website in your use of the Service. The Account Owner manifests agreement to these Terms of Service by any act demonstrating your assent thereto, including clicking any button containing the words “I agree”, “Start my free trial”, “Join my team”, “Create my account” or similar syntax, by accessing the Website, by establishing an Account, or using the Service, whether you have read these Terms of Service or not. By clicking any such button or otherwise indicating Your assent, You agree to these Terms of Service. You should print a copy of these Terms of Service for your business and personal records.
These Terms of Service may be modified by SuperPractice effective immediately by notifying you as provided in Section 31 below. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service.
- “Account Owner” means the individual who establishes the Account, the Practice, the owner of the Practice, and any other entity and/or person in whose name the Account is established, all of whom are agreed to be jointly and severally obligated under these Terms of Service. The Account Owner is responsible for the obligations and activities under the Account as well as the obligations and activities of all Users and Team Members within the Account (including without limitation payment for the Account and deletion of the Account). The use of the phrase “Account Owner” in the singular shall also mean use in the plural.
- “Content” means template and template libraries provided through the Service and includes without limitation, the WILEY® PracticePlanners content.
- “CRM” means the client relationship management software containing your contacts, opportunities, analytics, appointments, workflows, automation, and patient communications.
- “Dispute” will have the broadest meaning possible and means any dispute, action, or other controversy between you and SuperPractice relating to the Service, any transaction or relationship between you and SuperPractice resulting from your use of the Service, communications between you and SuperPractice, or this Agreement – whether in contract, warranty, tort, laws, or regulations.
- “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act and their implementing regulations as amended from time to time;
- “Intellectual Property Rights” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law;
- “Payment Data” means any personal or financial information collected from a credit card, debit card or other payment method, including but not limited to a cardholder’s account number, card expiration date, and CVV2.
- “Practice” means the person, sole proprietor or entity listed as the “Practice” in “Settings,” and any other location on the Website or within the Service.
- “Professional Website” means the website we enable you to create for your practice through the Service.
- “Protected Health Information” or “PHI” means protected health information as defined by HIPAA’s Privacy Rule found at 45 C.F.R. §160.103.
- “Servers” are computers or devices that host the Service.
- “Service” means SuperPractice’s technology and software platforms available on the Websites and any affiliated sub-domains and mobile applications and sites, Software, and Servers, as well as the Professional Marketing Service, and CRM which are part of the “Service” whether or not stated separately within these Terms of Service, when made available by SuperPractice.
- “SuperPractice Software” or “Software” is the software provided to you by SuperPractice and/or its suppliers under license or with respect to which you have access, in connection with the Service.
- “Stripe Payment Processing Services” are services that enable the acceptance of payments, management of subscriptions, and performance transaction reporting, as well as analytics and other business services.
- “Team Member” means Account Owner’s staff, contractors, administrators, or other service providers who are granted access to the Account with the authorization of the Account Owner.
- “Transaction Data” means customer information, User Data, Payment Data, transaction information, bank information and credit card information including without limitation tokenized account information, tokens and token access codes, account information or other data or information of any kind that is provided by or generated or collected on your behalf, or your patients or client by the Service.
- “User Data” means any data or images that you or your clients or patients upload, stream or submit to the Servers, Website, or other areas of the Service, or generated or collected on your behalf from the Servers, Website, the Service or third parties, including but not limited to Protected Health Information as that term is defined below, video, image and sound data and Transaction Data;
- “User(s)” means the Account Owner(s), Team Member, and/or the Account Owner(s)’ or Team Member’s clients, customers or patients.
- “Website” means the websites and services available from the domain and sub-domains of crm.superpractice.com, superpractice.com, link.superpractice.com websites provided to You by SuperPractice through the professional marketing service, and any related or successor domains and mobile applications and sites from which SuperPractice may offer the Service.
- “Your Listing Information” means all content, including without limitation, name, address, data, information, specialties and credentials, and images, all as provided by You to SuperPractice and then provided through or disclosed by use of the CRM.
2. Verification for SuperPractice
By accepting these Terms of Service in connection with an Account, the person acknowledging agreement or assenting to these Terms of Service represents that they are at least 18 years of age, or the legal age of majority where in the place of residence if that jurisdiction has an older age of majority, and has the legal authority to contractually agree to these Terms of Service on behalf of the Account Owner. You further agree that as a condition to accessing the Service, you will submit to Account and Account Owner verification as required by SuperPractice, and provide only true and accurate identification documentation to SuperPractice or its third party service providers as requested by SuperPractice. You are responsible for the security of any account verification information, such as user names and passwords, including without limitation your Users’ user names and password. You agree that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data or for their use of the Service, which consent you and the Account Owner are responsible for obtaining, prior to the use by such User of the Service.
3. Establishing an Account
You must establish an Account with SuperPractice to use the Service. You agree to provide accurate, current, and complete information about You and the individual who establishes the Account (“Registration Data”) as prompted by the Registration Form and as required to be added in the “Settings” or other page on the Website, and to use the Account management tools provided to keep your Registration Data accurate, current and complete. SuperPractice will designate You as the Account Owner and assign an account name (your “Account Name”). You and your Team Members must each choose a user name to identify yourselves under the Account Name.
4. Responsibility for Use of Account
You, as the Account Owner, are responsible for all activities conducted through your Account, including activities of the Team Members and Users, and you are responsible for all activities conducted through your user name and are responsible for Users to whom you grant access to your Account, including your clients or patients and those you authorize to access your Account on behalf of yourself, or clients or patients. In the event that fraud, violation of law, regulation or rule, or conduct that violates these Terms of Service occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service and your Account as described in Section 24 and you shall be financially responsible to SuperPractice for the consequences of such use.
5. Selection and Use of Account Password
At the time Your Account is created, You are assigned a password. You are responsible for maintaining the confidentiality of Your password and are responsible for any damages, claims, losses or other harm resulting from Your disclosure of Your password, authorization of the disclosure of Your password, or any person’s use of Your password or Your Account and those who gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of Your password to any other person is at your own risk.
You and each of those using your Account must have separate user names and passwords. Team Members and Users may not share entry identifications and authentication passwords and any sharing may result in a suspension or termination of access for the User and the Account Owner, and/or an increase in charges, at SuperPractice’s sole discretion.
6. Fees and Billing
SuperPractice provides the Service for the fees and other charges set forth on the Website at pricing or other location on the Website. All prices listed exclude all sales taxes, fees, use taxes, charges, duties, levies and similar governmental charges (“Sales Taxes”) imposed on the provision of the Service and all such Sales Taxes shall be borne solely by and paid by the Account Owner to SuperPractice and deemed to be in addition to the fees charged in connection with the Service. Where applicable, Account Owner shall be responsible for all Sales Taxes and SuperPractice reserves the right to collect Sales Taxes retroactively. We may, at any time, add new services for additional fees and charges, or prospectively modify fees and charges for existing services (including prospectively charging fees for the Service not previously charged for) on notice as provided herein. You acknowledge that it is Your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by SuperPractice and/or its processor, including Stripe, continue to be valid and sufficient for such purposes. We may suspend or terminate Your use and Your Account’s use, as provided in Section 24, in the event of any payment delinquency. Other services are available from SuperPractice and the agreement with respect to those services and fees due to SuperPractice incorporate by reference these Terms of Service as well as any specific terms and conditions presented to you. You will not be entitled to any refund on termination or expiration of the Agreement. All payments once made to SuperPractice shall have been earned by SuperPractice as of the date of payment. You will not be entitled to any refund for the partial use of the Service or credits at any time.
7. Modification of Service
SuperPractice reserves the right to add, modify, discontinue or eliminate aspect(s), features or functionality of the Service from time to time for any reason including without limitation for purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
In providing you our Service, SuperPractice will not sell any Personal Information contained in User Data. SuperPractice will not retain, use or disclose the Personal Information You provide to us about Your patients and clients except for the specific purpose of performing our obligations under these Terms of Service, including providing and improving the Service under these Terms of Service, nor will SuperPractice retain, use or disclose Personal Information about your patients and clients outside of our direct business or contractual relationship with You or the legal entity under which You practice or are employed.
We will make no use of PHI that is not permitted by these Terms of Service, the BAA (as defined below) or that is prohibited by applicable law, including but not limited to HIPAA.
It is Your responsibility to comply with all applicable privacy and data protection laws and to ensure that You have provided all required notices and obtained all necessary consents (including with respect to third parties access) from Your Users, patients and clients, and that the User (including without limitation Your patients and Your clients) have agreed to the collection of their User Data (including PHI) and the access of their User Data by You, by us, and, where applicable, other third parties. Any sample documentation that is provided by SuperPractice for obtaining consent or other information from Users is for illustration only, and You alone (and not SuperPractice) are responsible to ensure that such documentation is adequate and enforceable. SuperPractice does not provide legal or compliance advice and You are responsible for retaining competent counsel and advisors for these purposes.
In the event that we receive a subpoena, court order, or other legal request compelling the disclosure of any of your patients’ or clients’ User Data (including PHI) or any of Your data or information or any User Data, we will notify You of the existence of such subpoena, court order or other legal request prior to disclosing the PHI or other data or information or any User Data. unless ordered to not do so by a court of competent jurisdiction, requested not to do so by law enforcement, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law
In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of, or as otherwise provided in these Terms of Service, there is an export feature in the Service which will enable you to retrieve your User Data contained within the Service prior to the account termination date. It is your sole responsibility to export from your Account a file or files containing the User Data contained within the Service before the account termination date and to ensure the secure preservation of User Data (including PHI) for your clients and patients pursuant to federal and state law. SuperPractice will destroy the User Data for your Account as provided in Section 24 of these Terms of Service.
9. No Responsibility for Acts of Omissions of Third Party Websites
10. Your Rights and Obligations with Respect to User Data
In connection with User Data you upload or submit to or which is created by the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize SuperPractice to use, retain, copy, and process the User Data in the Service and as contemplated by this Agreement. You agree that by uploading or submitting any Content to or through the Service, and permitting Your Users (including without limitation clients and patients) to upload any Transaction Data into the Service, You hereby automatically at such time grant SuperPractice (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, perform and display User Data and Transaction Data (including User Data and Transaction Data that is created, collected or generated by the Service or SuperPractice using the User Data and Transaction Data you submit) solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyze and use any of Your User Data and Transaction Data as SuperPractice may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the “Service Data License.” You also acknowledge that the Service Data License granted to SuperPractice with respect to Your content will survive the termination of your Account to permit SuperPractice: (i) to retain server copies of particular instances of Your User Data, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section for any other copies or instances of the same User Data that You have not specifically deleted from the Service. Notwithstanding anything to the contrary herein, or in any payment processing agreement between You and the payment processor (including Stripe), You also hereby provide SuperPractice (and its affiliates) an irrevocable perpetual royalty free, assignable license, authority, and permission to obtain, copy, and use, at SuperPractice’s request, without notice to You, from payment processors, banks, card and ACH processors and gateway provider, which support the Service, all of Your Transaction Data and User Data for purposes of providing You the Service.
You acknowledge that You are responsible for all information and User Data you and those who are under the Account (including without limitation clients, patients and Team Members) input into the Service, including changes made to client or patient progress notes, whether previously locked or unlocked. You hereby acknowledge that the practice of unlocking any previously locked progress notes may be a violation by You and Your Team Members of applicable professional standards and /or applicable law.. You understand and agree that You are bound by various laws and regulations, including but not limited to HIPAA, which require that You preserve the availability, accuracy, integrity, and confidentiality of PHI and personally identifiable information. You also acknowledge and agree that all of your activity within the Service is automatically logged (including into audit logs), including the unlocking and changes to the progress notes, and that such activity may be audited by Account Owners, account administrators, regulators, or others.
11. Payment and Billing Services
In order to use payment processing services and the billing services (“Stripe Payment Processing Services”), You must agree to the Stripe Connected Account Agreement (https://stripe.com/us/connect-account/legal) and any other applicable Stripe agreement (incorporated herein by reference) that is available to You when You enroll in the Service and afterward through the Service. No transactions will occur in your SuperPractice account until you click to agree to the Stripe Services Agreement or the Stripe Connected Account Agreement (as applicable). In addition to other terms and conditions herein as it relates to Your clients’ payments to You, You hereby agree that:
- SuperPractice may conduct certain activities related to the Stripe Payment Processing Services such as communication of information about transactions and refunds, Stripe account balance adjustments, the handling of disputes (including chargebacks), as well as other features as described in the Stripe documentation.
- Certain use, recurring, or application fees may be charged to You for Your use of the Stripe Payment Processing Services.
- You will comply with all terms and conditions of your Stripe Connected Account Agreement and not violate such agreement including processing payments from the Prohibited Business List provided in the Stripe Connected Account Agreement.
- Stripe may suspend or terminate the provision of Stripe Payment Processing Services in accordance with the terms of the Stripe Connected Account Agreement.
- SuperPractice may use and may share with Stripe, and Stripe may use and share with SuperPractice, all Transaction Data, Payment Data, data about your Account, your activity on their Stripe accounts, and transactions. In addition, you hereby grant permission to SuperPractice to work with and interact with Stripe, in order to copy your Transaction Data, Payment Data, and User Data from your Account to the Service and Your related Account, for the benefit of facilitating or improving use or interoperability of the Stripe credit card processing services with the Service. As a condition of SuperPractice enabling payment processing services through Stripe Payment Processing Services, You must provide SuperPractice accurate and complete information about You and Your practice and business.
- You agree that in the event that SuperPractice, or Stripe (or other payment processor) is required under applicable law to obtain your consent in order to send You tax forms, tax notices or tax returns (including informational returns such as 1099s) by e-mail or other electronic format, that You hereby provide Your consent to SuperPractice, or Stripe (or other payment processor), as applicable, to send You such notices, forms and returns by e-mail or other electronic format.
“Stripe” is a registered trademark of Stripe, Inc.
Where Your Users pay for your services through the Service, in addition to the terms of the Stripe Connected Account Agreement, the following applies:
- We reserve the right to cause Stripe to hold back funds received in your Stripe account for up to 45 business days prior to making the funds available to You.
- You authorize that outstanding sums due and owing as a result of chargebacks, ACH rejects or reversals, disputes, over-payments, payment errors, and invalidated payments and other refunds or credits (each and collectively “Chargeback(s)”), may be automatically be debited from Your deposit accounts for such purpose on a daily basis and that non-sufficient funds for these debits, or blocking or otherwise rendering inaccessible any such deposit accounts, are grounds for an increase in fees, suspension of the Service or termination of this Agreement. In the event of any such occurrence leading to non-payment of any sums due for Chargebacks or otherwise, SuperPractice reserves the right to withdraw such sums from Your biller accounts, offset or net settle these sums (i.e., deduct funds owed from disbursements to You), against future deposits, or withhold future deposits until such sums are paid in full, at any time to ensure payment of the same. The foregoing rights survive termination of this Agreement.
- In the event of a Chargeback, You will be responsible to refund (or allow SuperPractice to chargeback from you) the fee imposed on SuperPractice by the payment processor.
- SuperPractice reserves the right to suspend Your Stripe account in the event of excessive disputes or chargebacks.
- SuperPractice reserves the right to withhold payment to You of the funds in Your Stripe account to review for suspicious or fraudulent activity and to prevent payouts during the review period.
- SuperPractice reserves the right to refund transactions that have been classified as fraudulent after investigation.
12. Interruption of Service
SuperPractice may on occasion need to interrupt or suspend the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that SuperPractice is not liable for any interruption or suspension of the Service (whether intentional or not), and You understand that neither You nor any Team Members of Users will be entitled to any refunds of fees or other compensation for interruption or suspension of service. Likewise, You agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.
13. SuperPractice’s Intellectual Property Rights and Limited License Granted to You
Intellectual Property Rights. SuperPractice owns Intellectual Property Rights in and to the Service, except User Data, including the SuperPractice Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “SuperPractice Marks”). You understand that such Intellectual Property Rights are apart from any rights You may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that SuperPractice and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the SuperPractice Marks are reserved by SuperPractice. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the SuperPractice Marks.
Limited License. SuperPractice hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service specifically as set forth in these Terms of Service and expressly conditioned upon You and Your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by SuperPractice to use or access the Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the SuperPractice Software in the operation of a service bureau, an application service provider or for any other purpose intended to benefit a party other than You, (iv) alter or modify the SuperPractice Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the SuperPractice Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
Feedback and other Input. You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to SuperPractice or in the use of the Service or Website regarding SuperPractice Website, products or Service. You agree that SuperPractice will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by You or our Team Members and that all right title and interest in Feedback is assigned to SuperPractice. The foregoing grant of rights is made without any duty to account to You or to any of the foregoing persons or entities for the use of such Feedback.
Mobile Application License. Subject to Your compliance with these Terms of Service, SuperPractice grants You a limited non-exclusive, non-transferable license to use any of the SuperPractice mobile applications and to access the Website via a single mobile device or computer that You own or control and to run such copies of the SuperPractice mobile applications on such device solely for Your own personal use.
You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the SuperPractice mobile application in any way; (ii) modify or make derivative works based upon the Website or SuperPractice mobile application; (iii) create Internet “links” to the Website or “frame” or “mirror” the SuperPractice mobile application on any other server or wireless or Internet-based device; (iv) reverse engineer or access the SuperPractice mobile application in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Website or SuperPractice mobile application, or (c) copy any ideas, features, functions or graphics of the Website or SuperPractice mobile application; or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Website or SuperPractice mobile application.
14. Sample Documentation
SuperPractice hereby grants You a non-exclusive, non-transferable license to permit Your Team Members to use Content made accessible to You, which includes sample clinical and practice documentation and templates. The prices for such access, if any, are listed at /pricing and are subject to change on notice as provided in these Terms of Service. SuperPractice is providing any Content as an illustration only. SuperPractice is not engaged in rendering professional services nor in providing expert forms. You and Your Team Members must apply your medical or psychological expertise, or other expertise to the Content and thereby make any necessary revisions to the Content. The Content are not warranted to assist You in meeting clinical documentation requirements, as You are responsible for Your own clinical documentation. THE SAMPLE DOCUMENTATION, CONTENT, DATASETS AND ALL INFORMATION THEREIN ARE PROVIDED “AS IS” AND EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ANY PARTICULAR PURPOSE, OR QUALITY, ACCURACY, COMPLETENESS AND/OR SUITABILITY ARE DISCLAIMED. You agree that neither You nor Your Team Members may resell, transfer, sublicense or use the Content as part of a hosted environment or in any way available to third parties.
15. Professional Marketing Service and CRM
Professional Marketing Service
SuperPractice offers a Professional Marketing Service that enables You to create and publish a website for your practice. By creating a Professional Website, You understand and agree to the following:
Your Professional Website Domain Name. If You have already registered Your own domain with a third-party provider, You can connect that existing domain to Your Professional Website. If You choose to connect Your own domain to Your Professional Website, You are responsible for ensuring that You are compliant with any third-party terms and agreements with respect to Your use of Your own domain.
License. By submitting content to publish on Your Professional Website, You grant SuperPractice a world-wide, royalty-free, non-exclusive license to reproduce, modify, adapt, and publish Your content solely for the purpose of displaying, distributing and promoting Your Professional Website. This license also allows SuperPractice to make any publicly-posted content available to third parties selected by SuperPractice so that these third parties can analyze and distribute (but not publicly display) the content through their services.
Your Content. Other than the content you license from us, You own the content published on your Professional Website, and You are entirely responsible for any harm resulting from the content published on your Professional Website. You are responsible for ensuring that the content You publish is accurate, up to date, and legally compliant, and does not infringe any other’s Intellectual Property Rights and You are solely responsible for instructing us on what content to publish and modify. If You instruct us to delete content, we will use reasonable efforts to remove it from public view, but You acknowledge that caching or references to the content may not be made immediately unavailable. While we do not regularly review or revise the content You choose to publish on Your Professional Website, we reserve the right to remove any content that, in our discretion, violates these Terms of Service. Without limiting the restrictions in the foregoing, materials you post to Your Professional Website may not contain URLs or links to websites that compete with the Service or any partner of SuperPractice; or URLs or links linking to or redirecting any payment, gateway, e-commerce, processor or other website or portal that facilitates issuing of invoices by You and/or payments to You.
Publishing Testimonials. If you choose to publish testimonials on your Professional Website, You are responsible for obtaining the necessary consent from the individual (e.g., your client, patient, or colleague) prior to publishing the testimonial on your Professional Website.
Web Traffic. We may use a third party, to measure your Professional Website’s audience and usage. By hosting Your website through SuperPractice, You agree to assign the traffic relating to Your Professional Website to SuperPractice and authorize us to engage with the third party on your behalf for third party audience measurement reports. You understand that Your Professional Website will not receive credit for traffic in these reports, and You must not assign Your website’s traffic to any other party. If we or [third party] require additional documentation to verify ownership of Your Professional Website or domain name, You agree to make reasonable efforts to accommodate such requests.
Prohibited Uses. You agree to not use the CRM service in a manner that violates these Terms of Service, and in particular, Section 16 (Prohibited Conduct While Using the Service) of these Terms of Service.
Advertisements. We reserve the right to display advertisements on Your Professional Website unless You have purchased a plan that includes the removal of ads.
Attribution; Legal Terms. We reserve the right to display attribution text or links in Your Professional Website footer or toolbar, attributing SuperPractice or the theme author, for example. We also reserve the right to require you to display legal terms that protect SuperPractice. These attributions and legal terms may not be altered or removed.
16. Downloaded Mobile Sourced Application
With respect to any application accessed through or downloaded from any mobile or device application site or store (“Mobile Store Sourced Application”), You agree that You will use the Mobile Store Sourced Application only as permitted by the “Usage Rules” set forth in any applicable Mobile Store Terms of Service and these Terms of Service. SuperPractice reserves all rights in and to the application not expressly granted to you under these Terms of Service. You acknowledge and agree that: (i) these Terms of Service are valid between You and SuperPractice only, and not the mobile application download site (the “Mobile Store”); and(ii) SuperPractice, not the Mobile Store, is solely responsible for the Mobile Store Sourced Application and content thereof. Your use of the Mobile Store Sourced Application must comply with the Mobile Store Terms of Service. You acknowledge that the Mobile Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Store Sourced Application. In the event of any failure of the Mobile Store Sourced Application to conform to any applicable warranty, You may notify the Mobile Store but the Mobile Store will have no warranty obligation whatsoever with respect to the Mobile Store Sourced Application. As between SuperPractice and the Mobile Store, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of SuperPractice. You acknowledge that, as between SuperPractice and the Mobile Store, the Mobile Store is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile Store Sourced Application or your possession and use of the Mobile Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third party claim that the Mobile Store Sourced Application or your possession and use of that Mobile Store Sourced Application infringes that third party’s intellectual property rights, as between SuperPractice and the Mobile Store, SuperPractice, not the Mobile Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. Without limiting any other provisions of these Terms of Service, You must comply with all applicable third party terms of agreement when using the Mobile Store Sourced Application.
17. Prohibited Conduct While Using the Service
You agree that You will not, and will cause Team Members and Users to not:
- Post, display or transmit information or data, User Data, or Transaction Data, including the unauthorized use of any payment method, that violates any law, regulation or rule, or the rights of any third party including without limitation Intellectual Property Rights;
- Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation;
- Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personally identifiable information about other users without their consent;
- Engage in malicious, disruptive or other conduct that impedes or interferes with other Users’ normal use of the Service; or
- Attempt to gain unauthorized access to any other User’s Account, password or User Data, or allow more than one person to use an Account.
- You agree that You and your Team Members and Users will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless You, the appropriate Team Member or Users are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant SuperPractice all of the license rights granted in this Agreement. You agree that SuperPractice will have no liability for, and You agree to defend (at SuperPractice’s option), indemnify, and hold SuperPractice harmless for, any claims, losses or damages arising out of or in connection with Your use of any User Data.
18. Violation of Terms of Service
Any violation by You, Your Team Members or Users of these Terms of Service may result in immediate suspension or termination of your Account without any refund or other compensation at SuperPractice’s option.
You agree not to hold SuperPractice liable for the Content, actions, or inactions of You or other Users of the Service or of other third parties. As a condition of access to the Service, you release SuperPractice (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have or claim to have with one or more other users of the Service or with other third parties, including whether or not SuperPractice becomes involved in any resolution or attempted resolution of the dispute. If You are a California resident, You waive California Civil Code Section 1542 (as may be amended). The statute currently provides: “A general release does not extend to claims that the creditor or the releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
20. Disclaimer of Express and Implied Warranties
SUPERPRACTICE PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, PROFESSIONAL MARKETING SERVICES, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, SUPERPRACTICE AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON SUPERPRACTICE’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. SuperPractice does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, Professional Marketing Services, CRM or your Account, and You understand that You shall not be entitled to refunds or other compensation based on SuperPractice’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to You.
SuperPractice does not guarantee that by mere use of the Software you will be in compliance with HIPAA or other applicable law, and you understand and agree that you are responsible for maintaining administrative, technical and physical safeguards necessary to ensure the confidentiality, availability, and integrity with respect to your PHI and to otherwise comply with HIPAA and other applicable law.
21. Limitation of Liability
IN NO EVENT SHALL SUPERPRACTICE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE SUPERPRACTICE SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT SUPERPRACTICE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL SUPERPRACTICE’S CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to You.
You agree to defend, indemnify, and hold harmless SuperPractice and the SuperPractice Team against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform or Services (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or Clients; (b) any breach of or default under these Terms of Service by you, your employees, agents, or Clients; (c) the wrongful use or possession of any SuperPractice property by you, your employees, agents, or Clients; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or Clients; (e) misrepresentations by you, your employees, agents, or Clients (f) violation(s) of applicable law by you, your employees, agents, or Clients, (g) your actions and the actions of your employees, agents, or Clients; (h) the acts or omissions of you, your employees, agents, or Clients in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users, (2) you and your Client(s), and/or (3) your Clients.
If any of the Services or Platform are, or in our opinion are likely to be, claimed to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Services and Platform as contemplated by these Terms of Service; (b) modify or replace the Services or Platform, in whole or in part, to seek to make the Services or Platform non-infringing; or (c) require you to immediately cease any use of the Services and Platform, including but not limited to the SuperPractice platform.
At SuperPractice’s request, you agree to defend, indemnify and/or hold harmless SuperPractice, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (i) any breach or alleged breach by You or your Team Members or Users of these Terms of Service, including without limitation your representations and warranties relating to your data, User Data; (ii) claims, losses and causes of action asserted by any Users (including without limitation your clients or patients (ii) use of the SuperPractice CRM or Professional Marketing Service, or (iii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct. In any matter in which you have agreed to indemnify SuperPractice, without the express written consent of SuperPractice, You may not settle any matter or admit liability if, upon doing so, you are admitting liability or fault on the part of SuperPractice. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
23. Legal Relationship Between You and SuperPractice; No Third Party Beneficiaries
You acknowledge that Your participation in the Service, including your creation or uploading of Content in the Service, does not make You a SuperPractice employee and that You do not expect to be, and will not be, compensated by SuperPractice for such activities, and You will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third party beneficiaries, intended or implied, under this Agreement.
24. Suspension and Termination of Accounts
You may terminate this Agreement by closing your Account at any time for any reason. Subject to SuperPractice’s obligations pursuant to Section 8, in such event, SuperPractice shall have no further obligation or liability to You under this Agreement or otherwise. You may not suspend Your own Account. If you suspend Your Account, then the Account will be deemed terminated (see Sections 8 and 24 herein, regarding deletion of your User Data on termination). In addition, SuperPractice may suspend or terminate Your Account, without notice, for breach if You violate this Agreement, or any terms regarding payment of required fees and charges due under this Agreement. SuperPractice may, at its sole discretion, provide you a grace period prior to termination, in the event of a breach or Your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend or terminate Your Account (or the access of any Team Member) if we determine in our discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of SuperPractice or any third party. Under no circumstances, will you will be entitled to compensation or a refund for any interruption, suspension or termination, and You acknowledge SuperPractice will have no liability to You or your Team Members or Users in connection with any interruption, suspension or termination.
25. Termination of Licenses Upon Termination of Account
Upon termination of Your Account, all licenses granted by SuperPractice to use the Website, Software, and the Service will automatically terminate, and all User Data in Your Account will be retained no more than thirty (30) days after termination or expiration of Your Account or this Agreement, and deleted on expiration of such thirty (30) day time frame. You are responsible for exporting all account data and ensuring the secure preservation of PHI for your clients pursuant to federal and state law, and ethical requirements. During the time frame beginning on termination or expiration of Your Account, your access to the Service will be limited to downloading your User Data.
26. Liability for Unpaid Fees Upon Termination of Account
Upon termination by You or by SuperPractice of your Account, You will not receive any refund of any amounts previously paid and You will remain liable for any charges incurred or unpaid amounts owed by You to SuperPractice.
27. Survival of Terms After Termination
The following terms will survive any termination of this Agreement: Sections 1, 2, 4, 6, 8, 11, 13, 17 and 20 through 38. You will not be entitled to any refund on termination or expiration of the Agreement.
28. Dispute Resolution
In the event of a Dispute between You and SuperPractice (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Miami, Florida. In the event that there is any Dispute between You and SuperPractice that is determined not to be subject to arbitration pursuant to the preceding sentence, You agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Miami, Florida. You agree that this Agreement and the relationship between you and SuperPractice shall be governed by the Federal Arbitration Act and the laws of the State of Florida without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
Class Action Waiver
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by You, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
29. Disclaimer of Warranties as to Use Outside of the United States
SuperPractice is a United States-based service. We make no warranty or representation that any aspect of the CRM or Professional Marketing Service is appropriate for use outside of the United States or may be used for persons who are not then located outside the United States. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Software is subject to applicable export laws and restrictions.
30. Assignment of Agreement and Account
You may not assign this Agreement or Your Account without our prior written consent. You may not transfer or sublicense any licenses granted by SuperPractice in this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without your consent.
31. Integration, Interpretation of Section Headings and Severability
The agreements, understandings and policies referenced in this Agreement sets forth the entire agreement and understanding between You and SuperPractice with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. SuperPractice reserves the right to modify this Agreement and Terms of Service at any time upon notification to you as provided in Section 31. If any future change is unacceptable to You, You should discontinue using the Service. Your continued use of the Service will always indicate your acceptance of this agreement and any changes to it.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and You agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
SuperPractice may provide notice to you and obtain consent from you (1) through the Website (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must submit all notices required or permitted under this Agreement to SuperPractice, LLC, c/o Compliance Manager, PO Box 1718, Jensen Beach, FL 34957
33. No Responsibility for Acts or Omissions of Third Party Service Providers
SuperPractice may refer names of certain third party service providers (“Service Providers”) to you upon your request or in connection with the Service. Any Service Providers referred to You by SuperPractice are not owned or controlled by SuperPractice. You agree that SuperPractice is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, willful or illegal conduct. You further agree to conduct your own investigation and due diligence regarding any Service Providers referred to you by SuperPractice. You agree to defend (at SuperPractice’s option), indemnify and hold harmless SuperPractice from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to You.
34. Business Associate Agreement
For purposes of complying with the requirements of HIPAA to the extent applicable, You and SuperPractice agree to be bound by each of the terms and provisions of the SuperPractice Business Associate Agreement, which can be found at /baa (the “BAA”) and which is incorporated in full by this reference. If any provision hereof is potentially or actually in conflict with the provisions of the Business Associate Agreement with respect to the treatment of Protected Health Information, the terms of the Business Associate Agreement shall prevail.
35. Transfer of User Data and Account Ownership
You agree that You are responsible for the provision of access to User Data and the sharing of User Data amongst those who are Users, Team Members or those who are retained by the Account Owner and patients, clients and any family members thereof, in accordance with applicable law. In the event that any Team Member who has access to the Service under the Account dies, becomes disabled or incapacitated or otherwise is unable to provide services to any User, then the Account Owner will be solely responsible for arranging for the transfer of User Data, or modification of access, in compliance with applicable law and Section 4 of these Terms of Service. This includes, but may not be limited to, providing identity verification or execution of necessary authorizations that may be required by SuperPractice or by applicable regulations or licensing bodies. You agree that SuperPractice reserves the right to not transfer User Data or modify access if the foregoing is not provided to the extent required by applicable law. If the Account Owner dies, or otherwise becomes incapacitated, SuperPractice will attempt to identify an appropriate individual to transfer the Account Owner role pursuant to applicable law or regulation, and if an appropriate individual can be identified, will transfer the Account Owner role to that individual as outlined above. IT IS RECOMMENDED THAT ACCOUNT OWNERS CREATE CLEAR DIRECTIONS REGARDING ACCESS TO AND TRANSFER OF USER DATA IN THE EVENT OF THEIR DEATH, DISABILITY, OR INCAPACITATION AND SHARE THESE DIRECTIONS WITH A QUALIFIED AND TRUSTED INDIVIDUAL IN ADVANCE. Requests for transfer of the Account Owner role, either by the Account Owner or by an individual legally designated to assume Ownership, must be initiated by you by emailing [email protected]. You agree that User Data that is PHI may only be accessed by or transferred to an appropriate party, pursuant to HIPAA rules and applicable state regulations.
36. Consent to Electronic Communications
37. Your Use Of Communications Features of the Services
- You are exclusively responsible for all communications sent using the Services, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act, and you agree that you understand and will comply with those laws.
- You understand that your use of the Services may violate applicable laws if you do not comply with them. SuperPractice is not responsible for your compliance with laws and does not represent that your use of the Services will comply with any laws. You should consult a lawyer for legal advice to ensure your communications comply with applicable law.
- SuperPractice is a technology platform communication service application provider only. SuperPractice does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method;
- You, not SuperPractice, are the maker or initiator of any communications. You control the message, timing, sending, fraud prevention, and call blocking. The Service is purely reactive and sends messages only as arranged and proscribed by you. All communications, whether, without limitation, SMS, MMS or email, are created by and initiated by you and/or your Clients, whether generated by you or sent automatically via the Services at your direction.
- Any customer data provided to SuperPractice through any means, including without limitation, by inbound text, data imports, tablet sign-ins, API calls or manual entry, only includes data from individuals who have explicitly opted into your communications program and have explicitly agreed to receive your communications (whether by SMS, MMS, email, voice communication or other method) in accordance with applicable law, including without limitation the TCPA.