MAN THERAPY

PROVIDER TERMS AND CONDITIONS  

 

Note: All providers working under these terms and conditions are considered independent contractors.

 

Grit Digital Health, LLC (the “Company”) requires users of its services, including any healthcare providers or therapists registering for its services, to accept and adhere to these Terms and Conditions (these Terms”) in their entirety. You acknowledge your acceptance of these Terms by applying to list your profile on the Platform. If you do not accept these Terms, do not register or otherwise use the Platform. The Company reserves the right to change these Terms at any time in its sole business discretion. Please check these Terms regularly for changes. Your continued use of the Platform following the posting of any changes to these Terms will constitute your acceptance of and agreement to those changes.

 

1. Registration.  The listing application will be completed by a qualified professional pursuant to the registration process, including without limitation, a counselor, consultant, practitioner, professional, therapist, advisor or any other person (“you” or “Provider”).  Each membership will include the specific benefits and services as ordered by the membership level (collectively, the “Services”).  Provider agrees to provide true, accurate, current and complete information about Provider and its practice during registration and in any profile.  Provider agrees to maintain and update Provider’s profile and listing data to keep it true, accurate, current and complete.

 

2. Services.

 

1. Right to Use.  The Company hereby grants to Provider, during the subscription term, a non-exclusive, non-transferable, limited right to access and use the Services, subject to the terms and conditions herein.  It is Provider’s responsibility to make use of the Services, and no refunds are permitted if Provider does not make use of the Services provided.

 

2. Accounts; Security.  Access to or use of certain portions and features of the Services require Provider to create an account (“Account”).  Provider represents and warrants that all information provided during the registration process is current, accurate, complete, and not misleading.  Provider covenants to maintain and update all information provided to ensure accuracy on a prompt, timely basis.  Provider is entirely responsible for maintaining the confidentiality and security of the Account, including any passwords.  Accounts are not transferable.  Provider agrees to promptly notify the Company if Provider becomes aware or suspects any unauthorized use of the Account, including without limitation, any unauthorized access or attempted access.  Provider is responsible for all activities that occur under the Account. 

 

3. Restrictions on Use.  In accessing or using the Services, Provider will not: (i) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (ii) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Services; (iii) apply systems to extract or modify information in the Services using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (iv) knowingly input or post through or to the Services any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others; (v) store data on the Services that is regulated by the HIPAA Privacy Rules or the PCI Data Standards; (vi) input or transmit through or to the Services any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Services or grant unauthorized access thereto; (vii) use or access the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; (viii) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (ix) use the Services to compete with the Company in any way; or (x) permit any third party to use or access the Services.

 

4. Disclaimers. 

 

1. Provider acknowledges and agrees that the Platform is being provided for use “as is” and on an “as available” basis without warranty of any kind, express, implied or statutory, and therefore Provider will not have any claim or demand towards the Company in relation to the Platform’s Users, members, properties, limitations, or compatibility with Provider’s needs.  Provider shall not have any claim or demand against the Company in respect of any services that Provider decides to provide in connection with its use of the Platform. 

 

2. To the fullest extent of the law, the Company expressly disclaims all warranties of any kind, whether express or implied. 

 

3.              The Company does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions Provider may have with Users. 

 

4.               The Company expressly disclaims all warranties for information posted or transmitted by Users.

 

5. The Company will not be deemed the provider or recipient of any services acquired through the Platform.  Provider agrees to provide any services at its sole and entire risk.

 

6.               Provider acknowledges and agrees that the Company disclaims any liability in relation to any claim, suit or action brought by a User in connection with the provision of any services by Provider, including without limitation, representations made by Provider as to the qualifications and advice provided through the Platform.  Provider agrees to indemnity and hold the Company harmless in connection with any such claim and any damages or expenses arising therefrom.

 

7.             Provider will be solely responsible for any agreements it chooses to make with a User.  The Company will not be responsible or liable in any way for any agreement made between Provider and a User or for enforcing any such agreement.  Any agreement Provider chooses to engage in with a User is at Provider’s sole responsibility and entire risk.

 

5. Maintenance.  Provider agrees that the Company may install software updates, error corrections, and software upgrades to the Services as the Company deems necessary from time to time.  All such updates, error corrections and upgrades will be considered part of the Services for the purposes of these Terms.

 

6. Applicable Laws.  Provider’s access to and use of the Services is subject to all applicable international, federal, state and local laws and regulations.  Provider may not use the Services or any information, data or content in violation of or to violate any law, rule or regulation.  Ensuring Provider’s use of the Services is compliant with applicable laws is the sole responsibility and obligation of Provider.

 

7. Suspension of Services.  The Company has the right to immediately suspend or cease providing the Services (i) in order to prevent damage to or degradation of the Services or unauthorized or non-compliant use or (ii) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (iii) if, following notice from the Company, Provider has failed to pay any amounts due and owing.  In the case of (i) or (ii), the Company will give Provider prior notice, if reasonable, and will use commercially reasonable efforts to restore the Services as soon as possible.

 

3. Data Licenses. 

 

1. Content.  As between the Company and Provider, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Services that is owned by Provider (“Provider Content”) is owned by Provider.  Provider acknowledges and agrees that in connection with the provision of the Services, the Company may store and maintain Provider Content for a period of time consistent with the Company’s standard business processes for the Services.  Following expiration or termination of these Terms or the Account, if applicable, the Company may deactivate the Account and delete any data therein.  Provider grants the Company the right to host, use, process, display and transmit Provider Content to provide the Services pursuant to and in accordance with these Terms.  Provider has the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Provider Content, and for obtaining all rights related to Provider Content required by the Company to perform the Services.

 

2. Aggregated Data.  Provider agrees that, subject to the Company’s confidentiality obligations in these Terms, the Company may (i) capture data regarding Provider’s use of the Services; (ii) collect metrics and data included in Provider Content; and (iii) aggregate and analyze any metrics and data collected pursuant to subsections (i) and/or (ii) of this subsection (collectively, the “Aggregated Data”).  Provider agrees that the Company may use, reproduce, distribute, and prepare derivative works from Provider Content, solely as incorporated into Aggregated Data.

 

4. Third Party Services.  Except as expressly permitted by these Terms or as otherwise agreed by the Company in writing, Provider is prohibited from linking to the Services, framing of all or any portion of the Services, and the extraction of data from the Services.  The Company reserves the right to disable any unauthorized links or frames.  The Company will not be responsible and expressly disclaims any liability for any third party services that Provider may use or connect to through the Services.  If Provider activates any APIs or links to enable data sharing through the Services, Provider hereby authorizes the Company to send and receive Provider Content with any such activated third party service and represents and warrants to the Company that Provider has all appropriate right and title to grant such authorization. 

 

5. Intellectual Property.

 

1. Proprietary Rights  The Company’s intellectual property, including without limitation, the Services, its trademarks and copyrights, excluding any Provider Content contained therein, and any modification thereof, are and will remain the exclusive property of the Company and its licensors.  No licenses or rights are granted to Provider except for the limited rights expressly granted in these Terms. 

 

2. Feedback.  You agree that advice, feedback, criticism, or comments provided to the Company related to the Services are given to the Company and may be used by the Company freely and without restriction and will not enable Provider to claim any interest, ownership or royalty in the Company’s intellectual property.  

 

6. Payment and Taxes. 

 

1. Payment.  Fees are set forth in the registration process (“Fees”).  Fees owed by Provider to the Company will be automatically debited from the bank account or other electronic payment method for which Provider has provided applicable account information and Provider hereby authorizes the Company to perform all such debits.  The Company will send invoices to the contact(s) provided in the registration process.  Provider waives the right to contest billing discrepancies that are not reported within two billing cycles.  Provider agrees to pay all reasonable costs of collection in the event any amount is not paid when due.  The Company, upon notice to Provider, which notice may be in the form of an invoice, will have the right to change the Fees effective at any time, which right will include, without limitation, the right to charge a Fee for new features or functions of the Services or for features or functions that have previously been offered at no charge.  All Fees are payable in United States Dollars and are non-refundable.

 

2. Automatic Payment Terms.  Provider authorizes the Company to charge the credit card information provided, beginning as of the Effective Date and monthly thereafter, for all applicable fees due as defined in these Terms.  Provider understands that this authorization will remain in effect until it is canceled in writing and agrees to notify the Company in writing of any changes in Provider’s account information or termination of this authorization at least 15 days prior to the next billing date.  If the payment date falls on a weekend or holiday, Provider understands that payments may be executed on the next business day.  Provider agrees not to dispute these scheduled transactions with Provider’s credit card company provided the transactions correspond to the terms and conditions indicated in these Terms.

 

3. Taxes.  The Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature.  Including value-added, sales, use or withholding taxes (“Taxes”), Provider is responsible for paying all Taxes.  The Company may invoice taxes to Provider and Provider agrees to pay such taxes, unless Provider provides the Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

7. Term and Termination. 

 

1. Term.  This Agreement will be effective as of the stated date in the registration process (the “Effective Date”) and remain in effect until terminated by either party as permitted by these Terms.

 

2. Termination.  Either party may terminate these Terms by providing notice to the other party.

 

3. Survival.  Any provisions of these Terms that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation, provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Provider’s payment obligations under this Agreement. 

 

8. Confidential Information.

    

 

1. Confidential Information.  “Confidential Information” means any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such.  Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to these Terms.  The Services, all features and functions thereof and related pricing and product plans will be the Confidential Information of the Company.

 

2. Non-Disclosure.  Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms.  The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by these Terms and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein.  Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties.  Except as expressly permitted by this subsection, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party.  The restrictions in this subsection shall continue until such time as the information is covered by an exclusion set forth below.

 

3. Exclusions.  The receiving party will have no obligation under this Section 8 with respect to information provided by the disclosing party that: (i) is or becomes generally available to the public other than as a result of a breach of these Terms by the receiving party, (ii) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (iii) was in the receiving party’s possession prior to disclosure by the disclosing party, or (iv) is independently developed by the receiving party without reference to the Confidential Information.  Further, either party may disclose Confidential Information (1) as required by any court or other governmental body or as otherwise required by law, or (2) as necessary for the enforcement of these Terms or its rights hereunder. 

 

9. Representations and Warranties.  Provider represents, warrants and covenants that these Terms are a legal, valid and binding obligation, enforceable against it in accordance with its terms, without violating any contract to which it is a party.  To the extent that these Terms are executed by a group administrator and/or entity (“Administrator”) on behalf of Provider, such Administrator represents and warrants that it has the authority to execute these Terms on Provider’s behalf and to act on behalf of Provider, and only within the scope of such agency, with respect hereto.

10. Disclaimers.  THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT THE COMPANY WILL CORRECT ALL ERRORS OR THAT THE SERVICES WILL MEET PROVIDER’S REQUIREMENTS OR EXPECTATIONS.  THE COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICES THAT ARISE FROM PROVIDER’S CONTENT OR APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES.  THE COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THESE TERMS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

 

11. Limitation of Liability.  IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THESE TERMS OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION.  THE COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL BE LIMITED TO THE AMOUNT OF FEES PROVIDER HAS PAID TO THE COMPANY IN THE THREE MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY.  THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF THE COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

 

12. Indemnification.  Provider agrees to defend and indemnify the Company and its affiliates from and against any legal action, demand, suit, or proceeding brought against the Company or its affiliates by a third party arising out of or related to Provider Content or Provider’s use of the Services.

 

13. Provider Conduct.  When using the Platform or providing any services to a User, Provider must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a User as mandated by Provider’s profession and regulatory agencies.  Provider will not provide any services to Users which may not be lawfully or ethically rendered or provided according to the laws, regulations and ethics that apply to Provider.  Provider agrees to never engage in the practice of medicine through the Platform, including without limitation, diagnosing medical conditions and prescribing or dispensing any medications.

 

14. Publicity.  Provider hereby consents to the Company identifying Provider as a member by name and logo in the Company’s promotional materials, subject to Provider’s right to revoke such consent in writing at any time.  Upon such revocation, the Company will have 30 days to process Provider’s request.

 

15. Assignment.  Provider may not assign or transfer these Terms or any of its rights or obligations hereunder in whole or in part without the prior written consent of the Company.  Subject to the foregoing, these Terms will inure to the benefit of, be binding upon, and be enforceable against, each of the parties  hereto and their respective successors and assigns.

 

16. Notices.  Any notice required under these Terms will be provided to the other party in writing.  If Provider wishes to provide notice to the Company, it will send notice via email to [].  The Company will send notices to one or more contact(s) on file for Provider.  Notices from the Company, other than for a breach of these Terms, may be provided within the Services.

 

17. Attorney’s Fees.  In the event any proceeding or lawsuit is brought in connection with these Terms, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and reasonable attorneys’ fees.

 

18. Relationship of the Parties.  These Terms do not create any joint venture, partnership, agency or employment relationship between the parties.

 

19. No Third Party Beneficiaries.  These Terms are being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

 

20. Equitable Remedies.  Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will, in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.

 

21. Force Majeure.  Neither party will be liable under these Terms for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, floods, storms, explosions, acts of God, war, governmental actions, labor conditions, earthquakes, material shortages, pandemics, epidemics, or any other cause that is beyond the reasonable control of such party.

 

22. Limitation of Claims.  No legal proceedings, regardless of form, arising under or relating to these Terms may be brought by Provider more than six months after Provider first had actual knowledge of the facts giving rise to the cause of action.

 

23. Governing Law, Jurisdiction and Venue.  These Terms will be governed by and construed in all respects in accordance with the laws of the State of Colorado, without regard to its conflicts of laws principles.  Each party hereby consents to the exclusive venue and jurisdiction of the state and federal courts located in Denver, Colorado.  THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESEPCT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THESE TERMS.

 

24. Severability, Waiver and Amendment.  If any provision of these Terms is held by a court of competent jurisdiction to be enforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect.  No waiver of any term or right in these Terms will be effective unless made in writing and signed by an authorized representative of the waiving party.  Any waiver or failure to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.  Except to the extent otherwise expressly provided in these Terms, these Terms may only be amended in writing signed by both parties hereto.

 

25. Entire Agreement.  These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and superseded and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

 

 

 

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