Master Terms of Use

1.
1. PRACTICE CATAPULT MAY AMEND THESE TERMS OF USE AND WILL UPDATE THE EFFECTIVE DATE SHOWN ABOVE TO NOTIFY USERS

Practice Catapult reserves the right to amend, replace, suspend, or terminate this Agreement or any portion of its Terms of Use at any time as required by changes in the law, circumstances, its business, or any other reason as determined by Practice Catapult in its sole discretion. Even if you have used Practice Catapult’s services in the past, we encourage you to review these Terms of Use before each use of the Software.

While Practice Catapult may amend these Terms of Use in its sole discretion, it will not hide any changes from you! Please note the Effective Date shown at the top of these Terms of Use. If these Terms of Use are modified, suspended, or otherwise changed, the Effective Date will change to reflect the date on which the change took place. Your use of the Software after a change in the Effective Date constitutes your acceptance of any modification, amendment, or replacement to these Terms of Use and will form a new, superseding and binding contract between Practice Catapult and you based on the updated Terms of Use.

2.
1. WARRANTIES

You warrant that you are of sound mind and competent to agree to the provisions of these Terms of Use thereby entering into this Agreement with Practice Catapult by your use of our Software. You also warrant that your use of the Software does not violate any law, regulation, ordinance, statute, or treaty applicable to individuals or other entities located in the jurisdiction in which you live, conduct business, or make use of the Software. You further warrant that you are not prohibited from entering into this Agreement by the terms of any pre-existing agreement or obligation. If you are accessing or using the Software on behalf of a governmental organization, non-governmental organization, business, or other legal entity, you warrant that you are an authorized agent of that organization and that you have the authority to bind that organization to the terms of this Agreement.

3.
1. PRIVACY POLICY

Practice Catapult respects your privacy and has set out how information provided by you to Practice Catapult may be used in a separate Privacy Policy. Practice Catapult hereby incorporates its Privacy Policy by reference as if fully restated herein. Practice Catapult’s Privacy Policy can be reviewed at https://practicecatapult.com/privacy/.

4.
1. INTELLECTUAL PROPERTY RIGHTS

Practice Catapult is the owner of all rights in, and to, the Software and its associated content, including, but not limited to, copyright rights, trademark rights, patent rights, rights of publicity and privacy, trade secret rights, and any other property or proprietary rights. Practice Catapult expended a lot of time and effort developing the Software. We are proud of it, and we hope you appreciate how important it is for Practice Catapult to protect its intellectual property. The Software is subject to copyright and other intellectual property rights under the laws of the United States, foreign states, as well as international treaties, and Practice Catapult provides you with the right to use the Software on a limited basis in accordance with these Terms of Use without forfeiting any of its rights in and to the Software and associated content. You are expressly prohibited from using the Software for any purposes not stated in these Terms of Use.

Practice Catapult LLC, all related names, logos, product and service names, including Practice Catapult®, OrthoCatapult®, OrthoAccept®, OrthoAnalytics®, OrthoConnect®, OrthoGallery®, OrthoMessenger®, designs and slogans are trademarks of Practice Catapult or its affiliates or licensors. You must not use such marks without the prior written permission of Practice Catapult. All other names, logos, product and service names, designs and slogans on this Software are the trademarks of their respective owners.

5.
1. HOW YOU MAY USE OUR SOFTWARE

Practice Catapult hereby provides you with a limited, non-exclusive, non-assignable, non-sub-licensable, revocable license to use the Software for its customary and intended purposes. Use of the Software for a purpose outside of its customary and intended purposes or in violation of the express provisions of these Terms of Use may result in the immediate termination of any limited license granted to you by Practice Catapult through these Terms of Use or otherwise as determined by Practice Catapult in its sole discretion. This license may be revoked by Practice Catapult at any time, and any rights not expressly granted herein are reserved by Practice Catapult.

You are expressly prohibited from reproducing, preparing derivative works based upon, distributing, publicly performing, publicly displaying, scraping, framing, hacking, or reverse engineering the Software, whether in whole or in part, without the prior written consent of Practice Catapult.

Practice Catapult reserves the right to withdraw or amend the Software, and any service or material we provide via the Software, in its sole discretion without notice. Practice Catapult will not be liable if, for any reason, all or any part of the Software is unavailable at any time or for any period. From time to time, Practice Catapult may restrict access to some parts of the Software, or the Software entirely.

To access the Software or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Software that all the information you provide through the Software is correct, current and complete. You agree that all information you provide to register with this Software or otherwise, including but not limited to through the use of any interactive features of the Software, is governed by Practice Catapult’s Privacy Policy, and you consent to all actions Practice Catapult takes with respect to your information that is consistent with its Privacy Policy.

6.
1. REGISTERING AN ACCOUNT WITH PRACTICE CATAPULT

In order to obtain access to the Software, a practice (“Practice”) is required to register an account (“Account”) and enter into a separate License Agreement (defined below) with Practice Catapult. The Practice can then create Registered Users through its Account for the Practice’s personnel who need access to the Practice’s Account. The Practice and all Registered Users are prohibited from providing third parties with access to the Account except that a Practice and its Registered Users may provide a Patient and/or their Responsible Party, with access to their treatment and payment plan pages to facilitate treatment of the patient. You agree that, in registering an Account or creating a Registered User, you will provide Practice Catapult with accurate, complete, relevant, and current information. Each Practice and Registered User is solely responsible for maintaining the security and confidentiality of all usernames and passwords. We take your privacy and our security seriously, and you are solely responsible for any access to your Account, whether authorized or unauthorized. In the event your Account is accessed without your authorization, you agree to immediately provide written notice to Practice Catapult. By creating an Account, you agree to allow Practice Catapult to contact you as needed and determined in its sole discretion by any available means, including, but not limited to, the email address you provide when registering your Account. Practice Catapult reserves the right to accept, reject, modify, suspend, or delete any Account at any time and for any reason in its sole discretion. By registering an Account, you agree to receive relevant emails from our affiliates that we believe you wish to receive. You may opt out of receiving such affiliate emails at any time.

Practice Catapult reserves the right to disable any Account, Registered User, Patient and/or Responsible Party user, password or other identifier, whether chosen by you or provided by Practice Catapult, at any time in its sole discretion for any or no reason, including if, in Practice Catapult’s opinion, you have violated any provision of these Terms of Use.

7.
1. NO MEDICAL OR PROFESSIONAL ADVICE

Any information available on this software, social media, or provided by any Practice Catapult employee or agent, whether by telephone, e-mail, letter, facsimile or other form of communication, is for informational purposes or general guidance and does not constitute medical or other professional advice. Any health-related information provided by Practice Catapult through this software is not a substitute for medical advice and it is important that you not make medical decisions without first consulting your healthcare professional. The receipt of any questions or feedback you submit to us does not create a professional relationship and does not create any privacy interest other than those described in our Privacy Policy.

8.
1. INDEMNIFICATION

You agree to hold harmless, defend, and indemnify Practice Catapult from and against any and all claims, demands, judgments, liabilities, costs, and fees, including costs and attorneys' fees, arising out of or related to: (1) the creation or use of an Account; (2) a violation of any provision of these Terms of Use; (3) the violation of any right of any third party, including rights of privacy, publicity, and/or intellectual property rights in connection with your use of the Software; and/or (4) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international in connection with your use of the Software. Your obligation to indemnify Practice Catapult will not provide you with the ability or right to control Practice Catapult’s defense or legal strategy, and Practice Catapult reserves the right to control its defense in its sole discretion, including, but not limited to, the choice to litigate or settle and the choice of counsel.

9.
1. MODIFICATION OF THE SOFTWARE OR PRACTICE CATAPULT’S SERVICES

Practice Catapult reserves the right to accept, reject, modify, suspend, or delete any Account or user-generated content at any time for any reason as determined in its sole discretion. Practice Catapult reserves the right to modify or cease providing access to the Software or any of its associated services at any time without notice in its sole discretion.

10.
1. INTERACTIONS BETWEEN USERS OF THE SOFTWARE

You understand and agree that Practice Catapult provides the Software as a service and takes no responsibility and cannot be held liable or responsible for any communication or conduct entered into by or between users of the Software whether through Accounts or otherwise. Practice Catapult makes no representations or warranties with respect to any user’s communications received by you through the Software.

11.
1. SPECIFICALLY PROHIBITED USE OF THE SOFTWARE

You agree that you will not: (1) send unsolicited commercial messages through the Software or to users of the Software; (2) impose a disproportionate load on the Software or its server infrastructure or otherwise attempt to interfere with the operation of the Software; (3) circumvent any technological or security protection mechanisms used by Practice Catapult; (4) use a robot, spider, scraper, or other automated technology to access the Software; (5) attempt to gain access to the private data or personal information of a user of the Software or a third party through the Software; (6) post or otherwise transmit content intended to collect personal or personally identifiable information from users of the Software or third parties by using the Software in any way; (7) harass any user of the Software; (8) harass any third party through your use of the Software; (9) post or transmit content that threatens or encourages bodily harm or the destruction of property; (10) post or transmit content that infringes upon the intellectual property rights of other users of the Software or third parties; (11) post or transmit content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, a chain letter, or any similar nuisance; or (12) post or transmit any content of a graphic sexual nature or content in violation of 18 U.S.C. § 2257.

12.
1. BUSINESS ASSOCIATE AGREEMENTS

While the Patient and/or their Responsible Party may use the Software in accordance with these Terms of Use, Practices and their Registered Users and third-party vendors must separately enter into a business associate agreement (“Business Associate Agreement”) with Practice Catapult that, in part, ensures compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), before using the Software. Each Business Associate Agreement shall be between each relevant business associate and Practice Catapult and each Business Associate Agreement is incorporated by reference as if fully restated herein.

13.
1. SUBSCRIPTION PAYMENTS

Each Practice must separately enter into a licensing agreement (“License Agreement”) with Practice Catapult. A Practice’s License Agreement includes payment terms and related details for that Practice’s license to use and otherwise exploit the Software. Each Practice’s License Agreement is incorporated by reference as to the relevant Practice as if fully restated herein.

14.
1. THIRD PARTY LINKS

You acknowledge and agree that the Software and emails from Practice Catapults affiliates may contain links to third-party content that is not owned or controlled by Practice Catapult. Practice Catapult will not be held liable or responsible for the content of any third-party, and you are advised to review the terms of use agreements and privacy policies of those third-parties.

15.
1. TERMINATION

This Agreement will remain in full force and effect until your Account is closed and Practice Catapult has delivered all services contracted for. You may terminate your Account by notifying Practice Catapult at contracts@practicecatapult.com in a signed written statement describing your intent to terminate the Agreement created by these Terms of Use and your use of the Software. Practice Catapult may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to a violation of a term or condition of these Terms of Use as determined by Practice Catapult in its sole discretion.

16.
1. PRACTICE CATAPULT DISCLAIMER OF WARRANTIES

PRACTICE CATAPULT PROVIDES THE SOFTWARE ON AN "AS-IS" BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHATABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, ACCURACY, OR NON-INFRINGMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY TO UNDERSTAND YOUR RIGHTS UNDER THE LAW.

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT DATA AND FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SOFTWARE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SOFTWARE LINKED TO IT.

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

PRACTICE CATAPULT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

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

17.
1. LIMITATION ON LIABILITY

PRACTICE CATAPULT WILL NOT BE HELD LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, DAMAGES, JUDGMENTS, LIABILITIES, COSTS, CHARGES, OR FEES, INCLUDING ATTORNEYS' FEES, WHETHER IN TORT, CONTRACT, PERSONAL INJURY, OR STRICT LIABILITY, INCLUDING, BUT NOT LIMITED TO, INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, STATUTORY DAMAGES, SPECIAL DAMAGES, OR PUNITIVE DAMAGES, EVEN IF PRACTICE CATAPULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PRACTICE CATAPULT WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE CONTENT OF ACCOUNTS OR ANY USER GENERATED CONTENT. PRACTICE CATAPULT IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF THE SOFTWARE OR ANY PORTION THEREOF, UNAUTHORIZED ACCESS TO AN ACCOUNT, OR ALTERATION THEREOF. PRACTICE CATAPULT RESERVES THE RIGHT TO DISCONTINUE THE SOFTWARE AT ANY TIME AND WITHOUT LIABILITY.

18.
1. ASSIGNMENT

You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Practice Catapult may assign its rights and obligations under this Agreement at any time.

19.
1. CHOICE OF LAW

This Agreement shall be governed in all respects by the laws of the State of Michigan irrespective of choice-of-law. You agree that any claim or dispute you may have against Practice Catapult, its agents, or any successor in interest must be resolved by a court located in Saginaw County in the State of Michigan. You hereby consent to the personal jurisdiction of the courts located within Saginaw County, Michigan for the purpose of litigating or otherwise resolving all such claims or disputes.

20.
1. VENUE AND MANDATORY ARBITRATION

Any dispute or controversy arising out of or in connection with this agreement, including but not limited to any dispute or controversy arising out of or in connection with the Software, shall be resolved by final and binding arbitration that shall take place in Grand Traverse County in the State of Michigan. The arbitral tribunal may award the prevailing party its costs and attorneys’ fees associated with the arbitration and shall have the sole power to rule on any challenge to its own jurisdiction and all issues concerning arbitrability shall be decided solely by the arbitral tribunal. You hereby consent to the jurisdiction of any such arbitrator and waive any objection based on lack of jurisdiction or forum non conveniens.

21.
1. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

22.
1. INTEGRATION

This Agreement, created by your use of the Software and these Terms of Use, incorporating the Privacy Policy, constitute the entire agreement between the parties with respect to the use of the Software and the associated services provided by Practice Catapult. There are no further understandings, agreements, or representations with respect to the subject matter of this Agreement. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind Practice Catapult.

23.
1. WAIVER

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

24.
1. LIMITATION ON ACTIONS

PRACTICE CATAPULT AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR PRACTICE CATAPULT’S RELATED SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

25.
1. RESERVATION OF RIGHTS

All rights not expressly granted herein are reserved to Practice Catapult.