Legal

Subscription Agreement

TherapyCharts®, a Clinical Mental Health Electronic Health Record (EHR) and Practice Management System, will be governed by the Agreement below which may be modified from time-to-time with the most current copy located at http://www.TherapyCharts.com/legal.

Use of the TherapyCharts® service will constitute acceptance of this Agreement. If you do not agree with these terms then do not enter the TherapyCharts.com service.

TherapyCharts® Subscription Agreement - version 1.0.6

This TherapyCharts® Subscription Agreement (“TCSA” / “Agreement”) between TherapyCharts LLC (hereinafter, “Vendor”) with its principal address in Ann Arbor, Michigan and the entity agreeing to the terms (hereinafter, “Customer” or “ you”) with its principal address as entered during registration, entered into effective the earlier of: (i) the date Customer registered; (ii) the date Customer click the “I Accept” button; or (iii) the date Customer first paid for the Service.

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button. This Agreement governs Customer’s access to and use of the Service.

1.Definitions.
1.1.As used in this Agreement and in any Order Forms, the following terms shall have the following meaning:
1.2.“Agreement” means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Vendor website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Vendor from time to time in its sole discretion.
1.3.“Content” means the audio and visual information, documents, software, products, and services contained or made available to Customer in the course of using the Service.
1.4.“Customer Data” means any data, information, or material provided or submitted by Customer to the Service in the course of using the Service.
1.5.“Effective Date” means the earlier of either the date first set forth above or the date Customer begins using the Service.
1.6.“HIPAA” means the Health Insurance Portability and Accountability Act of 1996.
1.7.“Initial Term” means the initial period during which Customer is obligated to pay for the Service equal to the billing frequency selected by Customer during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).
1.8.“Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
1.9.“License Administrator(s)” means those Users designated by Customer who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer Customer’s use of the Service.
1.10.“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s).
1.11.“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).
1.12.“Online Order Center” means Vendor’s online application that allows the License Administrator, among other things, adds additional Users or features to the Service. For example. Under the configuration tab.
1.13.“Protected Health Information” or “PHI” means protected health information as defined by HIPAA's Privacy Rule enacted by the U.S. Department of Health & Human Services (“HHS”) at 45 C.F.R. § 160.103.
1.14.“Vendor Technology” means all of Vendor’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to Customer by Vendor in providing the Service.
1.15.“Service(s)” means the specific edition of Vendor’s online customer practice management, billing, document storage, data analysis, or other EHR services identified during the ordering process, developed, operated, and maintained by Vendor, accessible via https://secure.TherapyCharts.com/ or another designated website or IP address, or ancillary online or offline products and services provided to Customer by Vendor, to which Customer are being granted access under this Agreement, including the Vendor Technology and the Content.
1.16.“User(s)” means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Vendor at Customer’s request).

2.Vendor Responsibilities. Vendor will provide Services to Customer during the term of this Agreement.
2.1.Laws and Standards. Vendor will make commercially reasonable efforts to comply with applicable mental health care related laws and standards.
a)Protected Health Information. Vendor will not use or disclose Protected Health Information other than as permitted by this Agreement or as required by law.
b)HIPAA Compliant. Vendor maintains a privacy and security program that includes legal, administrative, technical, and physical safeguards to reasonably and appropriately protect the confidentiality, integrity, and availability of electronic health information as required by HIPAA. Vendor will make its internal practices, books, and records, relating to the Use and Disclosure of PHI available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining Customer compliance with HIPAA. Vendor is a business associate of Customer for the purposes of HIPAA.
c)Disclosure Protocol. Vendor maintains a protocol for responding to and reporting to Customer any inappropriate disclosures of information that may occur. Because Vendor cannot readily identify which Individuals are identified or what types of PHI are included in Customer Data, Customer will be soley responsible for identifying which Individuals, if any, may have been included in Customer Data and for providing a brief description of the PHI disclosed.
2.2.Facilities. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards required by law. Vendor may store and process Customer Data in the United States or any other country in which Vendor or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing, and storage of Customer Data.
2.3.Service Updates. Vendor may make commercially reasonable modification to the Service, or particular components of the Service, from time to time. Vendor will use commercially reasonable efforts to notify Customer of any such changes. Vendor may notify Customer especially for compliance with federal or state regulations, and improvements in security and interoperability functions, but not for minor fixes or enhancements.
2.4.Privacy. Vendor will comply with its Privacy Policy, available on-line at http://www.TherapyCharts.com/privacy-policy.

3.Customer Responsibilities. Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with Customer’s use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.
3.1.One User Per Login. Customer's User accounts are linked to digital signatures and audit logs for signing mental health documents. Under no circumstance should the Customer's User accounts be shared with multiple people or used as functional accounts. Customer Users must keep their account username and password secure.
3.2.Remember password. Do not lose username or password. Since Customer's records are encrypted Customer's Users must not lose or forget their username or password. If the password is lost all records created under that account will become inaccessible. To protect patient privacy, Vendor has no reasonable way of accessing Customer's records without Customer's username and password.
3.3. Customer will:
a)comply with this Agreement, any Acceptable Use Policy, and any Privacy Policy, and will use best efforts to ensure its Customer Users do the same;
b)use all commercially reasonable efforts to prevent unauthorized use of the Service, and to terminate any unauthorized use;
c)notify Vendor immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
d)report to Vendor immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer Users; and
e)not impersonate another Vendor user or provide false identity information to gain access to or use the Service.
3.4.Maintain Internal Records. Customer will maintain its other records (those not in the Service) in a manner consistent with the legal and ethical requirements.

4.Account Information and Data.
4.1.Vendor does not own any Customer Data. Customer, not Vendor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Vendor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Customer grants Vendor right to use anonymized electronic health records of Customer Data. In the event this Agreement is terminated (other than by reason of Customer’s breach), Vendor will make available to Customer a file of the Customer Data within 30 days of termination if Customer so requests at the time of termination. Vendor reserves the right to withhold, remove, or discard Customer Data without notice for any breach, including, without limitation, Customer’s non-payment. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases, and Vendor shall have no obligation to maintain or forward any Customer Data.

5.Support.
5.1.By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Service. Customer will use commercially reasonable efforts to resolve support issues brought to its attention on its own, without escalation to Vendor.
5.2.By Vendor. Vendor uses commercially reasonable efforts to provide support online, via email, or via phone during business hours. If Customer cannot resolve a support issue, then Customer may escalate the issue to Vendor in accordance with the applicable procedure. Vendor will respond in accordance with the applicable procedure.

6.License Grant and Restrictions.
6.1.Vendor hereby grants Customer a nonexclusive, nontransferable, worldwide right to use the Service, solely for Customer own internal business purposes, subject to the terms of this Agreement. All rights not expressly granted to Customer are reserved by Vendor and its licensors.
6.2.Customer may not access the Service if Customer is a direct competitor of Vendor, except with Vendor’s prior explicit written consent based on full disclosure (by Customer that they are competitor). In addition, Customer may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
6.3.Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
6.4.Customer may use the Service only for Customer’s internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
6.5.Certain editions of the Service offer integration capabilities via an application programming interface (API). The number of API calls Customer can make per account is limited as follows (excluding calls resulting from use of Vendor client applications and Vendor-certified applications): 1,000 calls/day/User (aggregated over all Users under the account), up to an aggregate maximum of 1,000,000 calls/day/account.

7.Intellectual Property Ownership. Vendor (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the Vendor Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service, the Vendor Technology or the Intellectual Property Rights owned by Vendor. Vendor’s name, Vendor’s logo, and the product names associated with the Service are trademarks of Vendor or third parties, and no right or license is granted to use them.

8.Third Party Interactions. During use of the Service, Customer may enter into correspondence with, purchase goods or services from, or participate in promotions of advertisers or sponsors showing their goods or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between Customer and the applicable third party. Vendor and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between Customer and any such third party. Vendor does not endorse any sites on the Internet that are linked through the Service. Vendor provides these links to Customer only as a matter of convenience, and in no event shall Vendor or its licensors be responsible for any content, products, or other materials on or available from such sites. Vendor provides the Service to Customer pursuant to the terms of this Agreement. Customer recognizes, however, that certain third party providers of ancillary software, hardware, or services may require Customer’s agreement to additional or different license or other terms prior to Customer’s use of or access to such software, hardware or services.

9.Payment. Customer shall pay all fees or charges to Customer’s account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Customer is responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. Customer must provide Vendor with valid credit card or approved purchase order information as a condition to signing up for the Service.
9.1.In Advance. Vendor charges and collects in advance in U.S. Dollars for use of the Service.
9.2.Credit Card. Payments must be made in monthly through Order Form or the Online Order Center.
9.3.Invoice and Purchase Orders. Payments may be made annually with a custom Invoice and Purchase Order arrangement. Vendor will automatically issue an invoice to Customer each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Vendor has given Customer at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Vendor’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes based solely on Vendor’s income.
9.4.Accurate Billing Information. Customer agrees to provide Vendor with complete and accurate billing and contact information. This information includes Customer’s legal company name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, Vendor reserves the right to terminate Customer’s access to the Service in addition to any other legal remedies.
9.5.Non-refundable Fees. All payment obligations are non-cancelable and all amounts paid are nonrefundable.
9.6.Adding More Users. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month.
9.7.Fee Modification. Vendor reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by email or internal messaging.
9.8.Non-Standard Pricing Terms are Confidential. All pricing terms not published on the Vendor's website are confidential, and Customer agrees not to disclose them to any third party.
9.9.Excess Data Storage Fees. The maximum storage space provided to Customer at no additional charge is shown on the configuration tab. If the amount of storage required exceeds these limits, Customer may be charged the then-current storage fees. Vendor will use reasonable efforts to notify Customer when the average storage used per license reaches the quota threshold set by the user, which defaults to approximately 90 percent of the maximum); however, any failure by Vendor to so notify Customer shall not affect Customer’s responsibility for such additional storage charges. Vendor reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
9.10.Billing Problem? If Customer believes its bill is incorrect, Customer must contact Vendor in writing within 60 days of the invoice date of the invoice or credit card charge containing the amount in question to be eligible to receive an adjustment or credit.
9.11.Nonpayment and Suspension.
a)In addition to any other rights granted to Vendor herein, Vendor reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if Customer’s account becomes delinquent. Delinquent invoices and accounts are subject to interest of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or Vendor initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer’s account computed in accordance above. Customer agrees that Vendor may bill Customer for such unpaid fees.
b)Vendor reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter request access to the Service. Customer agrees and acknowledges that Vendor has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Customer’s account is 30 days or more past due.

10.Emergency Security Issue. If there is an Emergency Security Issue, then Vendor may suspend Service. The suspension will be the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue.

11.Termination upon Expiration/Reduction in Number of Licenses.
11.1.This Agreement commences on the Effective Date. The Initial Term will be as Customer elects during the online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date Customer agrees to pay for the Service by completing the online subscription form, or on the start date of the Order Form.
11.2.Upon the expiration of the Initial Term, this Agreement will automatically renew for successive terms at Vendor’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) days prior to the expiration of the term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of Customer’s breach), Vendor will make available to Customer a file of the Customer Data within 30 days of termination if Customer so requests at the time of termination. Customer agrees and acknowledges that Vendor has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

12.Termination for Cause.
12.1.Any breach of Customer’s payment obligations or unauthorized use of the Vendor Technology or Service will be deemed a material breach of this Agreement. Vendor, in its sole discretion, may terminate Customer’s password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. In addition, Vendor may terminate a free account at any time in its sole discretion. Customer agrees and acknowledges that Vendor has no obligation to retain the Customer Data, and may delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13.Warranties
13.1.Express Warranties.
a)Vendor warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Vendor documentation under normal use and circumstances.
b)Customer warrants that Customer has not falsely identified Customer nor provided any false information to gain access to the Service and that Customer’s billing information is correct.
c)Each party warrants that it has the legal power and authority to enter into this Agreement.
13.2.Disclaimer of Warranties. EXCEPT FOR THE ABOVE EXPRESS WARRANTIES, VENDOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. VENDOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VENDOR AND ITS LICENSORS.

14.Mutual Indemnification.
14.1.Customer shall indemnify and hold Vendor, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim related to Customer's professional services or malpractice; (ii) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (iii) a claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties; or (iv) a claim arising from the breach by Customer or Customer Users of this Agreement, provided in any such case that Vendor (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally release Vendor of all liability and such settlement does not affect Vendor’s business or Service); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim.
14.2.Vendor shall indemnify and hold Customer and Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Vendor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Vendor; provided that Customer (a) promptly give written notice of the claim to Vendor; (b) give Vendor sole control of the defense and settlement of the claim (provided that Vendor may not settle or defend any claim unless it unconditionally releases Customer of all liability); (c) provide to Vendor all available information and assistance; and (d) have not compromised or settled such claim. Vendor shall have no indemnification obligation, and Customer shall indemnify Vendor pursuant to this Agreement, for claims arising from any action arising from the combination of the Service with any of Customer products, service, hardware, business process, or professional services.

15.Limitation of Liability. Except for indemnification obligations:
15.1.On Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY (OR DUE FROM CUSTOMER) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
15.2.On Type. IN NO EVENT SHALL EITHER PARTY (OR ITS LICENSORS) BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.Additional Rights. Certain states or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to Customer.

17.Local Laws and Export Control.
17.1.Vendor provides services and uses software and technology that may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Customer acknowledges and agrees that the software and Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries which the United States, Switzerland, and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S., Swiss, and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
17.2.The software and Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
17.3.Vendor and its licensors make no representation that the Service is appropriate or available for use in other locations. Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to U.S., Swiss, or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical, or biological weapons, or missile projects, unless specifically authorized by the U.S. government or appropriate European body for such purposes.
17.4. Customer subject to jurisdiction outside of the U.S. is solely responsible for compliance with all laws of that jurisdiction.

18.Internet Delays. Vendor’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Vendor is not responsible for any delays, delivery failures, or other damage resulting from such problems.

19.Modification to Terms. Vendor reserves the right to modify the terms of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer’s consent to such changes.

20.General
20.1.Notice. Vendor may give notice by: means of a general notice on the Service, email to Customer address on record in Vendor’s account information, or by written communication sent by first class mail or pre-paid post to Customer address on record in Vendor’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Customer may give notice to Vendor (such notice shall be deemed given when received by Vendor) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Vendor at the Vendor's address show on the contact page of the website.
20.2.Assignment. This Agreement may not be assigned by Customer without the prior written approval of Vendor but may be assigned without Customer’s consent by Vendor to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
20.3.Change in Control. Any actual or proposed change in control of Customer that results or would result in a direct competitor of Vendor directly or indirectly owning or controlling 50 percent or more of Customer shall entitle Vendor to terminate this Agreement for cause immediately upon written notice.
20.4.Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, act of god, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and internet disturbance) that was beyond the party's reasonable control.
20.5.No Waiver. Vendor's failure to enforce any provision of this Agreement will not constitute a waiver.
20.6.Severability. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
20.7.No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership, or joint venture.
20.8.No Third-Part Beneficiaries. There are no third-party beneficiaries to this Agreement.
20.9.Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
20.10.Governing Law. This Agreement shall be governed by Michigan law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Washtenaw County, Michigan. For any dispute relating to this agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Washtenaw county, Michigan.
20.11.Settlement by Arbitration. Any claim or controversy that arises out of or relates to this agreement, or the breach of it, will be settled by binding arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court with jurisdiction.
20.11a.Arbitration Location. Arbitration will take place in Washtenaw County, Michigan. Judgment upon the award rendered may be entered in any court with jurisdiction.
20.11b.Arbitration for non-U.S. Customers. If the Customer is in a non-U.S. jurisdiction as determined Vendor, Customer agrees to binding arbitration with the American Arbitration Association in Washtenaw County, Michigan.
20.12.Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
20.13.Survival. The provisions that by their nature should survive termination of this Agreement, will survive termination of this Agreement.
20.14.Entire Agreement. This Agreement, together with any applicable Order Form, and all documents referenced herein, comprises the parties’ entire agreement relating to its subject. This Agreement supersedes any prior or contemporaneous, whether written or oral, negotiations, discussions, or agreements on its subject. The terms located at a Vendor URL and referenced in this Agreement are hereby incorporated by this reference.
20.15.Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement URL http://www.TherapyCharts.com/legal, other copies of this Agreement or a supplemental business associate agreement, and the terms located at any other URL. No text or information set forth on any other purchase order, preprinted form, or document (other than an Order Form, if applicable) shall add to or vary the terms of this Agreement.
20.16.Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.