TERMS OF SERVICE
databrackets, LLC (d/b/a EHR 2.0, databrackets)
Terms and Conditions of Service for Business Customers
AGREEMENT BETWEEN CUSTOMER AND databrackets LLC
SECTIONS OF TERMS OF SERVICE
- SERVICES OFFERED
- TERM & TERMINATION
- ACCEPTANCE OF TERMS
- YOUR REGISTRATION OBLIGATIONS
- MEMBER ACCOUNT, PASSWORD, AND SECURITY
- RESTRICTIONS ON USE OF SERVICES
- MODIFICATION TO SERVICE
- DEALINGS WITH CUSTOMERS
- DISCLAIMER OF WARRANTIES
- DISCLAIMER OF LIABILITIES
- EXCLUSIONS AND LIMITATIONS
- PROTECTION OF TERMS AND SERVICES
- INTELLECTUAL PROPERTY
- GENERAL PROVISIONS
- ACCEPTABLE USE POLICY
databrackets, LLC (d/b/a EHR 2.0, databrackets) (referred hereinafter as “databrackets”, “databrackets.com”, “our”, “we” and/or “us”) offers business customers (also referred hereinafter as “Customers”, “Customer”, “subscriber”, “you” and/or “your”) who agree to the following terms and conditions of service (hereinafter the “Terms and Conditions”) the ability (the “Service”) to conduct cybersecurity and compliance assessments and enable their customers to review via the Internet on a customized web site (the “Site”) hosted and maintained by databrackets. To use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.
Some of our services are currently free. If your service involves a charge then at the beginning of every contract term, databrackets will charge your credit card for the amount you specified during enrollment procedure by choosing the level of Service (the “Membership”) or upon subsequent Membership upgrade, multiplied by the duration of the contract term in months, regardless of the number of appointments scheduled or cancelled by your customers through this Service. We reserve the absolute right, at our sole discretion, to terminate our provision of the Service to you if funds are not available. Rates and Memberships may be changed at any time and you will receive notification prior to the change. The first payment will be due upon execution of these Terms and Conditions. Thereafter, payment will be due not later than the first day of the contract term billing period for the subsequent term of Service. Contract term is determined by the payment plan specified during enrollment procedure (one month, six months, one year; other term duration if applicable). Membership upgrades are subject to additional pro-rate invoicing for days remaining in the current billing period. Interest shall accrue on any unpaid fees at the rate of 5% per month until paid in full. If databrackets does not receive payment from the card issuer, you agree to pay databrackets all amounts due upon demand. Customer agrees to pay all attorney and collection fees arising from databrackets efforts to collect any past due amounts from Customer.
- Continuous Service Membership:Subscription membership in the Service is on a continuous service basis. This means that once you have become a subscribing member, your membership will be automatically renewed and your credit card will be charged based on the subscription payment plan in accordance with the contract term. Credit card charges may be processed immediately after invoicing.
- Cancellations:You may cancel your databrackets.com account at any time online given there are no pending appointments on your account and all scheduling entities (Schedules, Personnel Records, Service Locations, Custom Forms, Direct Offers and Business Users) are deactivated. NO REFUNDS OR CREDITS: Upon cancellation or termination of the Service, you will not receive a refund for any charges or fees associated with the Service.
- Free Accounts and free trial accounts: Free trial accounts are not subject to membership fee billing and invoicing. No membership fee payments are required for free trial accounts for the entire duration of the trial period.
The Terms and Conditions shall continue in full force and effect for a period of one year from the date you originally accept them and shall be automatically renewed on each anniversary thereof for an additional term of one year. The Terms and Conditions may be terminated as follows:
- Either party may terminate the Terms and Conditions at any time and for any reason upon not less than 45 days’ notice of termination to the other party, and
- In the event of any termination pursuant to this Section 3, databrackets obligation to provide the Service to you will cease immediately.
If you agree to accept the Terms and Conditions by clicking on the “ACCEPT” button, which appears at the end of the Getting Started page, you will be able to make your business available to consumers via databrackets.com. You can review the most recent version of the Terms and Conditions at any time at www.databrackets.com. In addition, you will be subject to any guidelines or rules we may post from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms and Conditions. Should you breach this Agreement, databrackets will revoke your license to use the Service and suspend your right of access. In such a case, no portion of your membership payment will be refunded. Should databrackets decide to suspend the Service for any reason other than breach, it will refund to you the unused portion of your membership payment, which will be your sole and exclusive remedy upon such a suspension of Service.
In consideration of use of the Service, you agree to:
- provide true, accurate, current and complete information about your business as prompted in Enrollment, and
- maintain and promptly update your Account Information to keep it true, accurate, current, complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or databrackets has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, databrackets has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
- keep all your data published on the Site compliant with our Acceptable Use Policy (see Section 23)
You will receive a password and account designation upon completing the Service’s Enrollment process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:
- immediately notify databrackets of any unauthorized use of your password or account or any other breach of security, and
- ensure that you log out from your account at the end of each session.
databrackets cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 7 or from any loss or damage arising from the actions of any third party.
We may collect certain personally identifiable personal and business-related information about you when you register for an account or use the Service, which generally includes but is not limited to, name, address, and contact information you input. Also, information about your computer hardware and software automatically may be collected by the Site, including, but not limited to: IP addresses, browser type, domain names, access times and referring website addresses. You hereby consent to our use and disclosure of such information in connection with (1) our provision of the Site and the Service and the enforcement of our rights hereunder, (2) our delivery to you of marketing communications about the Service, and (3) the creation of benchmarking, statistical, research and marketing analyses, surveys, reports and studies based on aggregated, blinded, non-personally identifiable formats that do not identify, reference or imply an association with you. For the purposes described in subsection (3) hereof, you hereby grant databrackets a non-exclusive, perpetual, worldwide, fully paid up, royalty-free license to such information. We may retain any such information following termination of your access to and use of the Site and Service in order to comply with applicable law, prevent fraud, resolve disputes, troubleshoot problems, assist with an investigation, enforce our rights under our agreements with you, for backup, audit or regulatory purposes, and for other actions permitted by law.
Subject to the Terms and Conditions, databrackets grants you a non-exclusive and non-transferable license to access the Services over your computer or computers. databrackets is the owner of any and all information, data, text, software, messages and other materials (collectively, “Content”) within the Service, including, without limitation, the URL assigned to your business.
Except as expressly permitted, you may not reproduce, disclose, redistribute, retransmit, publish, sublicense, assign, transfer or commercially exploit any of the Services or any other content that you receive, directly or indirectly, through the Services to anyone without prior written approval from databrackets. You may not use or permit anyone to use the information provided through the Services for any unlawful or unauthorized purpose.
databrackets reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that databrackets shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that databrackets, at its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if databrackets believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. databrackets may also at its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of the Terms and Conditions may be effected without prior notice, and acknowledge and agree that databrackets may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that databrackets shall not be liable to you or any third-party for any termination of your access to the Service. In the case of voluntary account termination, you agree to pay any past-due invoice amounts and early contract termination fee should the service contract period not be fulfilled. You also agree that databrackets does not have any obligations to perform termination of your account if such termination request is submitted by you or by any third-party on your behalf by means of telephone, fax, voice message, regular or electronic mail.
Your correspondence or business dealings with customers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such customers. You agree that databrackets shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such customers on the Service.
The Service may provide, or third parties may provide, links to other Internet sites or resources. Because databrackets has no control over such sites and resources, you acknowledge and agree that databrackets is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that databrackets shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
Link to Customer’s Web Site
If Customer links a web site controlled by Customer to the Service, Customer agrees to comply with the Acceptable Use Policy attached to these Terms and Conditions and all applicable laws and regulations, including, but not limited to, those related to pornography, obscenity, copyright, trademark, other intellectual property rights, data privacy, international communications, import and export of data and tax laws and regulations. Customer is solely responsible for any content contained on Customer’s web site and Customer shall so state on Customer’s web site. databrackets may at any time and without advance notice modify or restrict Customer’s participation in the Service if databrackets determines in its sole discretion that Customer’s information violates the Acceptable Use Policy, any laws or regulations, is disruptive, causes a malfunction of the Service, or is not suitable for the Service. If Customer does not correct the violation within ten days thereafter, databrackets may terminate the link or Customer’s access to the Service.
Any use of databrackets applications, systems and system resources that disrupts the normal use of the system for other databrackets customers and users is considered to be abuse of system resources and is grounds for administrative intervention. Some examples of abuse include but is not limited to multiple enrollments for the same business, creation of fictional consumer profiles and login accounts, impersonating other customers and users in creating appointments for any business account (including own), running load tests and denial of service attacks against databrackets.com.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE DISTRIBUTED ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS AND THERE MAY BE DELAYS, OMISSIONS, ERRORS OR INACCURACIES IN SUCH INFORMATION AND DATA. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THE TERMS AND CONDITIONS. YOU WILL BEAR ANY AND ALL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICES OR INABILITY TO USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY.
- NONE OF databrackets, ANY LICENSOR, EMPLOYEE, AFFILIATE OR AGENT OF databrackets OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EACH, A “PROVIDING PARTY”) WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES OR FROM ANY INVESTMENT DECISION MADE USING THE DATA, INFORMATION, OR TRANSACTIONS PROVIDED BY THE SERVICES.
NO PROVIDING PARTY (A) GUARANTEES THE ACCURACY, SEQUENCE, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF THE INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR BY ANY OTHER FORCE MAJEURE OR ANY OTHER CAUSE BEYOND THEIR REASONABLE CONTROL, (B) WILL BE LIABLE TO YOU OR TO ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY ITS NEGLIGENCE OR OMISSION IN PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, OR DELIVERING, ANY INFORMATION OR DATA THROUGH SERVICES, (C) WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION OR ACTION TAKEN BY YOU IN RELIANCE UPON WHICH SUCH INFORMATION OR DATA OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, DAMAGES RESULTING FROM INCONVENIENCES, OR LOSS OF USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (D) WILL BE LIABLE TO YOU FOR THE ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICE, EVEN IF THE PROVIDING PARTY WAS NEGLIGENT IN PREPARING SAID INFORMATION, OR FOR DELAYS OR OMISSIONS THEREIN NOR FOR ANY LOST PROFITS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 15 AND 16 MAY NOT APPLY TO YOU.
You agree, at your own expense, to indemnify, defend and hold harmless any Providing Party, against any claim, suit, action, or other proceeding brought against any Providing Party by a third party to the extent that such claim, suit, action, or other proceeding is based on or arises in connection with your use of the Services. You agree to pay any and all costs, damages, and expenses, including without limitation, reasonable attorney’s fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to such claim.
The provisions of the Terms and Conditions are for the benefit of each Providing Party. Each Providing Party shall have the right to assert and enforce the provisions of the Terms and Conditions directly on their own behalf.
Neither the course of conduct between databrackets and you nor trade practices shall act to modify the provisions of the Terms and Conditions.
You acknowledge that each of databrackets has exclusive proprietary rights in the information received by you through the Services. The Services are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights laws of the United States. The Services are also protected as a collective work or compilation under U.S. copyright and other laws and treaties.
The Terms and Conditions constitute the entire agreement between you and databrackets and govern your use of the Service, superseding any prior agreements between you and databrackets. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The Terms and Conditions and the relationship between you and databrackets shall be governed by the laws of the State of Michigan that apply as if this contract was made and performed entirely within such state. The failure of databrackets to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. Any notice or other communication provided for hereunder shall be deemed to have been duly given when delivered, but only if the sender obtains reasonable proof of such delivery. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms and Conditions must be filed within one year after such claim or cause of action arose or be forever barred.
databrackets reserves the right in its sole discretion to remove any content for any reason, including but not limited to, your violation of any laws, the Terms and Conditions for databrackets or this Acceptable Use Policy. The Acceptable Use Policy below describes certain actions relating to the content and operation of your Mini Webpage and Direct Offers which databrackets considers to be inappropriate and thus prohibited. The examples named in this list are in addition to the content identified in the Terms and Conditions and are provided solely for your guidance. If you are unsure whether any contemplated use or action is permitted, please contact databrackets.
Actions which databrackets considers inappropriate include, but are not limited to, (1) using the Service to sell any products or services that are unlawful in the location at which the content is posted or received; (2) using the Service to post any content of the nature set forth in 47 U.S.C. §230(c)(2)(A) (i.e., material that is obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable); (3) using the Service to post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence; (4) using the Service to post any content that holds databrackets (including its affiliates), employees or shareholders up to public scorn or ridicule; (5) using the Service to post any content that violates any copyrights, patents, trademarks, trade secrets, or other intellectual property rights of others; (6) deleting or altering author attributes or copyright notices, unless expressly permitted in writing by the author or owner; (7) using the Service in a tortuous manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress; or (9) introducing viruses, worms, Trojan horses, or other harmful code on the Internet.