Welcome to Practice by Numbers, found at www.practicenumbers.com (the “Website”). Please read these terms of service (these “Terms”) carefully as they form a contract between you and Practice By Numbers, Inc., a Washington corporation (“we,” “us,” “our,” or “Practice by Numbers,”) that governs your access and use of the websites, services, and software provided by Practice by Numbers (collectively, the “Services”). In order to use the Services, you must agree to these Terms.
These Terms contain the terms and conditions that govern your use of the Services and also describe your rights and responsibilities and what you can expect from your use of the Services. Your use of the Services constitutes your acceptance and agreements to these Terms. If you do not agree with these Terms, you are prohibited from accessing the Services and must immediately discontinue using the Services. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing to us that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.
You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Practice by Numbers and are not barred under any applicable laws from doing so.
2. CHANGES TO THESE TERMS
Practice by Numbers reserves the right to add, delete, and/or modify any of the terms and conditions contained in these Terms at any time and in its sole discretion by posting a change notice on the Services. In the event of substantive changes to these Terms, you may be notified by email of the changes. If any modification is unacceptable to you, you should immediately cease use of the Services. Your continued use of the Services following notice of a change in the Terms on the Service or the Website will constitute your binding acceptance of the changes.
To obtain access to the Services beyond navigating the Website, you must register an account with Practice by Numbers by subscribing to the Services. You will be designated as the administrator for your account if you are an individual, or the administrator for your organization if you are subscribing on behalf of a practice (hereinafter referred to as, the “Administrator”). During registration, you must provide us contact information (e.g., your name and email address) and your organization or entity information (e.g., the name and address of your practice). You may also be asked to provide certain financial information, such as a valid credit card number and expiration date.
All registration information you supply must be complete and accurate. You are required to maintain and update this information to ensure completeness and accuracy. You may not share your account credentials with anyone, and you alone are responsible for maintaining the confidentiality of your account and its password and are fully responsible for all activities that occur under your account. You agree to notify Practice by Numbers immediately upon discovery of any unauthorized use of your password or account or any other breach of security.
4. ACCESS TO THE SERVICES
5. PERMISSIBLE USES OF THE SERVICES
You may only use the Services as expressly permitted by Practice by Numbers and only for lawful purposes. You agree that you will not do any of the following:
6. SUPPORT SERVICES
Depending on the portion of Services you subscribe to, Practice by Numbers may provide implementation, configuration, training or other support services (“Support Services”) in connection with the Services, as set forth in the particularized description of such portion of the Services. By selecting a portion of the Services that include Support Services, you agree that you will work with us in good faith in order to effectuate such Support Services (e.g. coordinating with us to determine the most effective time for on-site User training).
Practice by Numbers acknowledges and agrees that its security procedures and systems, including those related to the Services and hosting services, will align with industry standards. You acknowledge that Practice by Numbers may provide hosting services for the Services through a third-party Host under an agreement with Practice by Numbers, a copy of which is available or made be made available, as applicable, to you upon request. Practice by Numbers agrees that any and all agreements between Practice by Numbers and its third-party service providers involving Your Materials shall include provisions which legally bind such third party service provider to confidentiality, data privacy and security provisions at least as protective of Your Materials as these Terms. Practice by Numbers shall execute a Business Associates Agreement if there is any instance in which Practice by Numbers shall receive from or create or receive on behalf of you or your organization any Protected Health Information, or Practice by Numbers creates, receives, maintains or transmits on behalf of you any Electronic Protected Health Information (as those terms are defined under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996).
You are solely responsible for implementing security and access procedures necessary to ensure that no unauthorized person may access or use the Services, and that all access thereto is limited to authorized Users and is solely for the purpose authorized under these Terms. Any unauthorized access or use of the foregoing by or resulting from a failure by you to comply with the foregoing obligations shall be a breach of these Terms by you. You agree that you will immediately notify Practice by Numbers of such unauthorized use or access and shall be solely liable for the same. You shall ensure that all Users agree to the limitations on the use of the Services.
9. FEES AND EXPENSES
If you elect to access any paid component of the Services, such as becoming a subscriber of one of the available plans, you agree to pay all fees and charges associated with your subscription on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged to credit card you provide to us during the registration process. You agree to maintain valid credit card information in your account information. By submitting your credit card information to Practice by Numbers, you are authorizing Practice by Numbers to charge your credit card the fees associated with the plan you have selected. Practice by Numbers will use secure socket layer (SSL) encryption that permits your sensitive payment information to be securely collected and transmitted.
10. WARRANTY DISCLAIMER
PRACTICE BY NUMBERS PROVIDES THE WEBSITE AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRACTICE BY NUMBERS DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE SERVICE OR THEIR USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. PRACTICE BY NUMBERS MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON INFRINGEMENT.
11. LIMITATION OF LIABILITY
PRACTICE BY NUMBERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE SERVICE OR THESE TERMS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY’S REPRESENTATIONS AND WARRANTIES UNDER THESE TERMS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TERMS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNT DIRECTLY PAID BY YOU TO USE THE SERVICES DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY.
You will indemnify and hold Practice by Numbers, its directors, officers, employees, agents and licensors harmless with respect to any damage, loss, expense, suit or claim, including attorneys’ fees and costs (collectively, a “Claim”) arising out of (i) your or your User’s breach of these Terms, including but not limited to, any infringement by you or your Users of the intellectual property of any third party; or (ii) any third party Claim arising out of your or your User’s use or misuse of the Service. If you are required to indemnify Practice by Numbers under this section, Practice by Numbers will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Practice by Numbers’ express written permission.
13. DISPUTE RESOLUTION
You may read our cancellation policy by clicking here. Practice by Numbers may suspend, limit your access to, or terminate your use of the Service at any time, with or without cause, in its sole discretion. Notwithstanding this section, these Terms will survive indefinitely unless and until Practice by Numbers chooses to terminate these Terms.
15. NOTICES:All notices required or permitted to be given under these Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. Mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Practice by Numbers, you must use the following mailing address, Attn: Legal, Practice By Numbers, Inc., 11523 Avondale Road N.E. #115, Redmond, WA 98052, or the following email address: email@example.com.
If Practice by Numbers provides notice to you, Practice by Numbers will use the contact information provided by you to Practice by Numbers. All notices will be deemed received as follows: (i) if by delivery by U.S. Mail, five (5) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other non-delivery notice is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy the requirement.
16. THIRD-PARTY SERVICES
Practice by Numbers may use third parties to provide certain services accessible through the Services (such as payment processing or acting as a Host). Practice by Numbers does not control those third parties or the services provided, and you agree that Practice by Numbers will not be liable to you in any way for your use of such services or any charges incurred by you while using such services. These third parties may have their own terms of service and other polices. When you use those services, you must comply with such terms and policies, as well as these Terms. If any such terms or policies conflict with these Terms, or other Practice by Numbers agreements or policies, you must comply with these Terms and any other Practice by Numbers agreements, or policies, as applicable.
17. COPYRIGHT INFRINGEMENT
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. In appropriate circumstances and at Practice by Numbers’ discretion, Practice by Numbers may terminate your account if you become a repeat copyright infringer. If you believe in good faith that any content made available in connection with the Service infringes your copyright, you (or your agent) may send us a notice requesting that the content be removed, or access to it blocked. Notices and counter notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.copyright.gov for details).
Currently, an effective notice must contain the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that Service; (iii) identification of the claimed infringing material or subject of infringing activity that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your address, telephone number, and, if available, your email address; (v) a statement that you have a good faith belief that use of the copyrighted material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices and counter notices with respect to the Services should be sent to Attn: Legal, Practice By Numbers, Inc., 11523 Avondale Road N.E. #115, Redmond, WA 98052, or via email at firstname.lastname@example.org.
These Terms will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Washington, without reference to conflict of law principles. These Terms (including all of the policies and other agreements described in these Terms, which are incorporated herein by this reference) contain all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of any such right, power, or privilege. You and Practice by Numbers are independent entities, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect. The headings used throughout these Terms are merely descriptive and not operative and have no legal or contractual effect.
19. COMMENTS AND QUESTIONS
If you have any comments or questions, you may address them to Practice By Numbers, Inc., 11523 Avondale Road N.E. #115, Redmond, WA 98052, or via email at email@example.com.