Terms Of use

 

I.                    Introduction

Thank you for using FirstPractice. FirstPractice provides information, newsletters, blogs, expert advice and coaching, career advancement courses and job opportunities (the “Services”) through our website www.FirstPractice.com (the “Website”) and co-branded and private label subdomains, and through other Internet locations, including via other media forms and media channels related or connected thereto (the “Website”) for physicians looking to start and/or further their career.

Before you use our Services, however, there are important legal terms you need to know. These Terms of Use (these “Terms of Use”) set forth the legally binding conditions that govern i) your use of the Website and its Services, (ii) your Profile with FirstPractice, if any, and (iv) all web pages, features, functionality, applications, content, and other products and services made available by us on or through the Website.  These Terms of Use apply to all Registered Users and Non- Registered Users. Capitalized terms used in these Terms of Use shall have the meanings defined in the text of these Terms of Use or if not defined therein, as defined in Section II below.

Subject to the provisions of these Terms of Use, you may use the Website to create a Profile and access the Services and/or contact other Registered Users in the manner set forth herein and in the Website.

A.      Privacy Policy; Additional Terms.  These Terms of Use include the terms and conditions set forth herein as well as our Privacy Policy, located at https://firstpractice.com/staticpages/privacy/, and incorporated into these Terms of Use by this reference.  Certain areas of the Website and service offerings provided through the Website may be subject to additional terms and conditions posted by us on the Website or otherwise made available by us to you.  Your access to and use of the Website and Services is conditioned upon your acceptance of such additional terms and conditions, which are hereby incorporated by reference into these Terms of Use.

B.       Changes to these Terms of Use.  We reserve the right to amend these Terms of Use from time to time.  Any amendments shall be effective when posted by us on the Website or otherwise made available to you.  Your access to and use of the Website after we have modified these Terms of Use shall signify your acceptance of the amended terms.  It remains your responsibility to review these Terms of Use regularly to ensure that you are updated as to any changes.

 

C.       Your Consent and Agreement to these Terms of Use.  Please read these Terms of Use carefully.  These Terms of Use set forth legally binding terms and conditions.  Once you access the FirstPractice Website and click the digital acknowledgment that you accept and agree to these Terms of Use, you’re telling us: (i) you have the right, authority, and capacity to agree to these Terms of Use and perform their obligations; (ii) you’ve read the Terms of Use and you agree to be bound by them; and (iii) you understand these Terms of Use set out binding legal obligations for you. Contingent on these Terms of Use, we will grant you the rights described herein. Note that any future release, update, or addition to the Website will also be subject to these (or the then-current) Terms of Use.

Welcome to FirstPractice.

Definitions

“You” or “your” refer to you, as in the person who is being presented these Terms of Use for your, or on behalf of your organization, review and acceptance.

“We”, “us”, “our”, and “FirstPractice” refer to FirstPractice, LLC, the owner and operator of the Website and Services provided by FirstPractice.

“Affiliate” means any business entity that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such FirstPractice, including as an Affiliate any business entity now or in the future that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Party. For purposes of this definition, “Control” means with respect to an entity, direct or indirect ownership or beneficial ownership of more than fifty percent (50%) of the voting power, equity capital, or other equity securities of such entity. “Controlled by” and “Controlling” shall have correlative meanings.

“Cookies” refer to small files, containing text or a string of characters, which identify the user of a website and are sent by the website to the user’s device for recordkeeping purposes.

“Employer Organization” refers to any organization or entity, including without limitation, hospitals, private practices, educational institutions, physician practice groups, recruiting agencies and that will directly or indirectly employ and/or engage a physician or other healthcare provider.

“Member” or “Registered Member” refers to an individual who is a Registered User of the job searching, job placement, career advancement and general career consulting and advising Services provided by PracticeLink.

“Non-Registered User(s)” refers to anyone who visits, views, browses and/or otherwise uses the FirstPractice Website without registering.

“Organizational Information” refers to information about an Employer Organization, including the type of the type of employer you are or represent organization address, website, contact information and number of openings and type of positions available.

 “Personal Information” refers to the information collected from you via the FirstPractice Website when registering a Profile. This information may include: your name, title, address, phone number, degree, Professional Information, educational information, citizenship, and email address. This information does not include nor will FirstPractice ask for: your Social Security Number; Individual Taxpayer Identification Number; driver’s license number or state-issued identification card number, or any financial or credit account numbers, including credit card or debit card numbers.

 “Professional Information” refers to your area of professional practice and specialty, which may include educational background, employment history and state and/or board licensure and certifications.

“Profile(s)” refers to the profile which contains Personal Information and Professional and/or Organizational Information that you provide to FirstPractice during the registration process.

“Registered User(s)” refers to a Member or Employer Organization who visits, views, browses or otherwise uses the Website after having registered a Profile.

“Technology” refers to the Website, and its entire contents, features and functionality, including but not limited to, the resume building software and all other information, software,  hardware, databases, data, digital newsletters, magazines, guides and articles, underlying information, text, displays, user interfaces, images, video and audio, and the design, selection and arrangement thereof.

II.                  Use of the FirstPractice Services

 

A.      Registration. By creating a Profile with FirstPractice you agree that all information you submit to us is accurate and truthful. You must register your Profile in your own, or organizations, legal name. During the registration process, you will specify your name, email address, phone number and home (if applicable) and/or business address.  Assuming that the information you provide is consistent with these Terms of Use, we then grant you a revocable, non-exclusive license to access our Services. By providing your Personal Information, Professional and/or Organizational Information to FirstPractice and by creating a Profile, you agree that:

•         You have read and understand, and agree to comply with and be bound by these Terms of Use and Privacy Policy;

·       Any Personal Information Professional and/or Organizational Information submitted by you is accurate, and that any such information that you submit to us will be updated to remain truthful, complete and accurate;

·       FirstPractice may, but is not obligated to, verify your Profile, and information provided therein, as necessary;

·       Your access to and use of the Website does not and shall not violate any applicable laws of the United States or your local jurisdiction, and that you will comply with applicable laws and regulations, including those concerning data privacy and protection, intellectual property, and regulatory compliance;

·       You will use FirstPractice Website in a respectful manner;

·       That you are at least 18 years of age or older;

•         FirstPractice can contact you, via e-mail or otherwise, regarding your Profile; your experience with our Website or Services; our sponsored programs, seminars, and career fairs, or for any reason related to your use of the Website and Services;

·       FirstPractice may disclose your contact information to our Affiliates and business partners who may provide goods and services of interest to you, and such Affiliates and business partners may contact you via email regarding such goods and services; and

·       Members and Employer Organizations, as applicable, can contact you regarding your job search, career advice or practice management.

Notwithstanding the forgoing, Registered Users may limit access to or viewing of his or her Profile in accordance with the functions of the Website and Services; however, unless and until you have deactivated your Account, PracticeLink may still contact you in accordance with these Terms of Use.

B.       Account Credentials. You are solely responsible in all respects for all use of and for protecting the confidentiality of your unique FirstPractice password. You agree to notify us immediately of any unauthorized use of your password or other credentials for your Profile and any other suspected breach of security regarding the Website. If you discover or believe that your Profile has been accessed or used without your authorization, please contact us at helpdesk@FirstPractice.com.  FirstPractice is not liable for and you hereby release FirstPractice from any liability for any loss or damage arising from the unauthorized use of your password and credentials. You are responsible for all activity on and use of your Account, and you may not assign or otherwise transfer your Account to any other person or entity.

C.       Equipment. You are responsible for obtaining access to the FirstPractice Website or Services and for having all the equipment necessary to do so, even if that means you incur fees from a third party (such as an Internet Service Provider), including telephone, equipment, airtime, or Internet Service Provider charges.

III.                 Limitation of Our Services. 

The purpose of the Website is to provide career information, advice, advancement and related information regarding potential employers and practies. We do not review, control, edit or monitor the Members or Employer Organizations, and does not make assessments about them or make selections of either. We are not involved in any transactions or exchanges of information between employers and users, so we have no control over the quality, accuracy, reliability, sincerity, integrity or availability of the Profiles, nor the ability of potential employers to provide career opportunities, nor individuals to complete job applications. FirstPractice will not make statements or guarantees of any kind about potential employers or individuals.

We have no control over and assume no responsibility for the conduct, whether online or offline, of users of the Website. It is possible that other users may post offensive or inappropriate content, and that you may view or be involuntarily exposed to such offensive or inappropriate content. We do not approve of such conduct. However, we are not responsible for the content or conduct of other users of the Website, and shall have no liability for any actions or inaction taken in connection therewith. We make no representations or warranties, express or implied, as to the content submitted by users, and shall have no obligation to modify or remove inaccurate or inappropriate content.

IV.                Prohibited Activity

You are only entitled to use the FirstPractice Website and Services for lawful purposes and in accordance with these Terms of Use, the Privacy Policy, and any other applicable contracts, laws, or regulations. In the event there is any inconsistency between these Terms of Use and the terms of another applicable contract, that contract will supersede the Terms of Use.

Except as expressly provided in these Terms of Use, you agree to not, and to not allow any third party to:

•         Access or attempt to access the Technology by any means other than through the FirstPractice user interface;

•         Attempt to circumvent or overcome any protection measures intended to restrict access to any portion of the FirstPractice Website or Technology;

•         Monitor the availability, performance, or functionality of the Technology;

•         Use the Technology for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

•         Use the Technology in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, including the U.S. Foreign Corrupt Trade Practices Act, and the U.S. Export Administration Act), or (except with our consent) in any manner that could damage, disable, overburden, or impair it;

•         Use the Technology to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation;

•         Use the Technology to impersonate or attempt to impersonate FirstPractice, a FirstPractice employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);

•         Use the Technology to engage in any other conduct that restricts or inhibits anyone\\'s use or enjoyment of the Website, or which, as determined by us, may harm FirstPractice or users of the Website or expose them to liability;

•         Interfere with the operation or hosting of the FirstPractice Website or Technology, including but not limited to violating or attempting to violate any security feature, place malware or similar harmful code into the Website or Technology, or link to websites or other applications that contain malware or similar harmful code;

•         Overload, overwhelm, or carry out a denial-of-service attack on, or otherwise prohibit the proper function of, the FirstPractice Website or Technology;

•         Interfering or attempting to interfere with service to any user, host, or network, including, without limitation, submitting to the Website a virus, Trojan horse, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, overloading the Website, or “flooding,” “spamming,” “mail bombing,” or “crashing” the Website;

•         Introduce software, automated agents, or scripts to the FirstPractice Website or Technology so as to produce multiple accounts; generate automated searches, requests, or queries; or access, collect, intercept, strip, scrape, or mine information or data from, or in transit to or from, the FirstPractice Website, including any software that reads areas of RAM or streams of network traffic, unless specifically authorized by FirstPractice;

•         Systematically retrieve data or other information from the FirstPractice Website to create or compile a collection, compilation, database, or directory, whether by manual methods, web robots, or otherwise, unless specifically authorized by FirstPractice;

•         Use reverse looking-up, tracing or seeking to trace any information on any other user of or visitor to the Website or any other customer of FirstPractice, including any Profile not owned by you, to its source, or exploit the Website or information made available or offered by or through the Website, in any manner in which the purpose is to reveal or misuse any information, including but not limited, to Personal Information, other than your own information, as provided by the Website.

• License, sublicense, sell, rent, convey, pledge as security, lend, loan, lease, transfer, assign, reproduce, or distribute to a third party the FirstPractice Website, Technology, or your rights to either, or otherwise encumber the rights and licenses granted hereunder;

•         Copy, record, republish, download, display, post, save, disclose, modify, store, co-brand, alter, or transmit in any form or by any means any part of the FirstPractice Website or Technology, or create compilations or derivative works of the FirstPractice Website or Technology or any part thereof;

•         Dissemble, decompile, reverse-compile, translate, adapt, reverse-engineer, or otherwise attempt to derive any part of the FirstPractice Website, or Technology or its method of operation;

•         Access the FirstPractice Website or Technology in order to build similar or competitive websites, platforms, or services; or

•         Use, display, mirror, or frame any part of the FirstPractice Website or Technology, including archives, layout, design, or proprietary information contained therein or on any related webpage or form without our express written consent.

•         Generate, facilitate or send, via email, phone or other means, messages to users in an excessive (as determined in FirstPractice’s sole discretion) or harassing manner, or to such users who have asked not to be contacted.

V.                  Intellectual Property and Proprietary Rights

 

A.      Technology. 

The Technology is owned by FirstPractice and is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

FirstPractice hereby grants you a personal, non-exclusive, non-transferable, limited license to access and use the Technology, and the software embodied in the Technology solely as provided to you by FirstPractice and solely in connection with and solely during the term of your use of the Website and Services; provided that certain portions of the Website are restricted to those persons who have been assigned passwords by FirstPractice or its designees. Such license and these Terms of Use permit you to use the Website for your use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

•         Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

•         You may store files that are automatically cached by your Web browser for display enhancement purposes.

•         You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

•         If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

•         To the extent we link to social media networks in connection with the Website, e.g., Facebook, Google +, Pinterest, Twitter, LinkedIn and other social media networks, you may take such actions as are enabled by such features.

You must not:

•         Modify copies of any materials from this Website.

•         Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

•         Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by FirstPractice. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

B.       Trademarks

The FirstPractice name, and all related names, logos, product and service names, designs and slogans are trademarks of FirstPractice or its Affiliates. In addition, the names of other companies and products mentioned on the Website and/or third party trade names and logos displayed on the Website may be the trademarks of their respective owners.   Nothing contained on the Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any FirstPractice trademark or third party trademarks displayed on the Website without the written permission of FirstPractice or such third party that may own or holds the right, title and interest in other trademarks displayed on the Website.

C. Copyright Policy. FirstPractice respects the copyrights of third parties.  You may not use the Website to post, modify, distribute, or reproduce any copyrighted works without authorization or to otherwise infringe the copyrights of a third party.  It is our policy to terminate the Profiles of users who repeatedly infringe the copyrights of others upon receipt of proper notification by the copyright owner or its legal agent.  If you believe that your copyrighted work has been posted or used on the Website in a manner that constitutes copyright infringement, please provide Our Copyright Agent (defined below) with written notice containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (ii) identification of the copyrighted work (or in the case of multiple works, a representative list of such works) claimed to have been infringed; (iii) identification of the material that is claimed to be infringing, and the location of that material; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of the copyright interest that allegedly is infringed. Our “Copyright Agent” for notice of claims of copyright infringement may be reached by mail at: helpdesk@FirstPractice.com.

VI.                 Use Outside the Borders of the United States

Although FirstPractice intends for its users to be located within the United States of America, our Website and Job Bank can be accessed worldwide and may contain references to information that extend beyond the United States’ territorial boundaries. We make no representation that materials on the Website are appropriate or available for use in locations outside the United States. While your Personal Information will be processed in conformance with our Privacy Policy and these Terms of Use, our processing and handling of your Personal Information may occur in countries with different laws regarding your privacy. By using FirstPractice and providing any Personal Information, you consent to the transfer of electronic data and personal information from your country to a country that may have different privacy laws.

Using our Website and Services in other locations other than the United States may not be appropriate given foreign laws and regulations. If you use our Website or Services outside of the United States, you are responsible for complying with those foreign laws and regulations. We reserve the rights to limit the availability of the Website and Services to any person, geographic area, or jurisdiction it so desires at any time in our sole discretion and to limit the quantities of any such Service that we provide.

VII.              Links from the Website

The Website may contain links to other websites and resources provided by third parties. These links are provided for your convenience only. These links include links contained in advertisements, including banner advertisements and sponsored links. The use of links to third party websites does not constitute or imply any affiliation with any of the third party websites or the owners thereof, and we do not endorse any such websites.   We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

VIII.            Interruption of Our Services

We are constantly trying to improve the quality of the FirstPractice experience. To that end, we reserve the right to interrupt, modify, suspend, discontinue, or add to our Website and Services without notice. We hope, of course, that these interruptions are minimal, but, by consenting to these Terms of Use, you agree that FirstPractice won’t be liable to you or to any third party for the interruption, modification, suspension, discontinuance, or addition to our Website or Services.

IX.                Reliance on Information Posted.

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by FirstPractice, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of FirstPractice. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

X.                  Termination or Deletion of Account.

 

A.      Termination by Us. We reserve the right to terminate your use of the Website at any time and for any reason or no reason, with or without prior notice to you, including if you violate any provision of these Terms of Use or use the Website in a manner for which it is not intended to be used.  These Terms of Use will survive and remain in effect even after such termination. Furthermore, FirstPractice also reserves the right, in its sole discretion, to remove your profile and/or any content posted by or about you from the Website, and/or to terminate your Profile, for any reason or no reason, with or without notice. If we terminate your Profile, we have no obligation to notify you of the reason, if any, for such termination.

 

B.       Termination by You. If at any time you determine you no longer require our Services and wish to change the status your Profile and/or information contained in your Profile, please contact any member of our team at (800) 776-8383 (select Option 2) or email us at helpdesk@FirstPractice.com.  If you choose to deactivate your Profile, we will deactivate your Profile and login information and will remove your Profile from the Website. Unless otherwise prohibited by applicable laws, following deactivation of your Profile, we may, however, retain an archived copy of your Personal Information, Professional and/or Organizational Information for our records and internal business purposes, but will not publicly display or otherwise provide your Personal Information to third parties.

XI.                DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF USE, USE OF OUR WEBSITE AND SERVICES IS AT YOUR OWN RISK, AND IT IS OFFERED ON AN “AS–IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, PERSONAL INJURY, OR PROPERTY DAMAGE THAT RESULTS FROM THE USE OF THE WEBSITE AND SERVICES AND/OR DOWNLOADING OF MATERIAL THROUGH OUR WEBSITE.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIRSTPRACTICE DISCLAIMS AND MAKES NO, AND YOU DISCLAIM ANY RELIANCE ON, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS, FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

FIRSTPRACTICE AND OUR SUPPLIERS OR PROVIDERS DO NOT WARRANT THAT THE FIRSTPRACTICE WEBSITE WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR NEEDS, OR OPERATE UNINTERRUPTED, TIMELY, SECURELY, OR WITHOUT ERROR. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE FIRSTPRACTICE WEBSITE WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, SAFE, OR FREE OF MALWARE OR OTHER HARMFUL CODE, OR THAT ANY ERRORS OR DEFECTS IN THE FIRSTPRACTICE WEBSITE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS OF USE.

XII.              LIMITATION ON LIABILITY.  UNDER NO CIRCUMSTANCES SHALL FIRSTPRACTICE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THIS WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THIS WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THIS WEBSITE OR SUCH OTHER WEBSITES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF EVEN IF FIRSTPRACTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FIRSTPRACTICE IS NOT LIABLE TO YOU OR TO THIRD PARTIES FOR ANY DAMAGE, HARM, INJURY OR CLAIM THAT ARISES FROM YOUR USE OF ANY PRODUCTS OR SERVICES ACQUIRED THROUGH OUR WEBSITE. WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF FIRSTPRACTICE OR OF ANY THIRD PARTY. WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR WEBSITE OR SERVICES.

IN THE EVENT OF ANY PROBLEM WITH THE FIRSTPRACTICE WEBSITE OR ANY CONTENT THEREIN, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE FIRSTPRACTICE WEBSITE. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE ACQUIRED ON OR THROUGH THE FIRSTPRACTICE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS OR SUPPLIER OF SUCH SERVICES, IN ACCORDANCE WITH SUCH MANUFACTURER’S OR SUPPLIER’S WARRANTY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO (IF SUCH A MINIMUM EXISTS).

 

XIII.            Indemnity.  You agree to indemnify, defend, and hold harmless, to the fullest extent allowed by law, FirstPractice and its owners, parent corporation, shareholders, officers, contractors, assigns, licensees, successors in interest, directors, employees, agents, operators, affiliates, and licensors in regards to any and all claims, allegations, demands, damages, obligations, losses, liabilities, costs, debts, disbursements, and expenses – including settlement amounts and attorneys’ fees – arising out of or resulting from your use of the FirstPractice Website; the Personal Information you provide through use of the Services  and any claimed damage it may have caused to a third party; your violation of these Terms of Use; your breach of any representations, warranties, or covenants set forth herein; your violation of any rights of a third party, including privacy rights and, without limitation, any trademark, copyright, patent, trade secret, or other intellectual property or proprietary rights; or your violation of any applicable laws or regulations. You further agree not to settle any such matter without our prior written consent. We reserve the right, at your expense, to assume the exclusive defense and control in any matter in which you are required to indemnify us, and we may require you to pay for any attorney of our choice to defend us. You also agree to cooperate with our defense of these claims.

In all instances, we retain the right to participate, at our own expense, in the defense of any such matters. We will make reasonable efforts to notify you of any such indemnified matter upon becoming aware of it. We may elect to settle any indemnified matter and you will be liable for those damages as if we had proceeded to trial. These provisions survive the cancellation, expiration, suspension, or termination of your access to and use of our Website or Services.

 

XIV.            Miscellaneous

 

A.      No Third-Party Beneficiaries.  You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

 

B.       Data Breach.  While FirstPractice employs security measures to maintain data security, data breaches can occasionally happen, even to the most secure of systems. In the event of such a situation, FirstPractice will, in compliance with any applicable federal and state data breach laws, endeavor to timely notify all users whose Personal Information FirstPractice knows or has irrefutable reason to believe was accessed by an unauthorized person.

C.       Force Majeure.  You agree that we are not responsible to you for anything that FirstPractice may otherwise be responsible for if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, or shortage of materials.

D.      Choice of Law.  The Terms of Use shall be governed by the laws of West Virginia. The offer and acceptance of the Terms of Use is deemed to have occurred in West Virginia.

E.       Arbitration. Any and all disputes arising from your use of the FirstPractice Website or Services (including disputes regarding the interpretation and scope of this clause, or even whether this dispute has to be arbitrated at all) will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Federal Arbitration Act instead of state arbitration law. The arbitration will be conducted by a panel consisting of a single commercial arbitrator appointed by the American Arbitration Association (“AAA”), and will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator so decides, the Supplementary Procedures for Consumer Related Disputes.

F.       Assignment.  You may not assign your rights or obligations under this Terms of Use to any other party without our prior written consent. We may assign our rights or obligations under this Terms of Use to any other party at our sole discretion.

G.      Entire Agreement. Unless we later reach some other separate agreement with you, these Terms of Use make up the complete and exclusive agreement between us regarding your access to and use of our Website and Services. The Terms of Use supersede any prior agreements, proposals, or communications, oral or written, between you and FirstPractice relating to your use of our Services.

H.      Severability. In the event that a provision of these Terms of Use is found to be unlawful, in conflict with another provision in the Terms of Use, or otherwise unenforceable, the remainder of the Terms of Use will continue to be enforceable as though it had been entered into without the unenforceable provisions being included in it. If two or more provisions of this Terms of Use are deemed to conflict with each other’s operation, FirstPractice has the sole right to decide which provision remains in force.

I.         Non-Waiver.  We reserve all rights permitted to us under these Terms of Use as well as under any applicable law. Our non-enforcement of any particular provision or provisions of this Terms of Use or of any applicable law shall not be construed as a waiver of our right to enforce that same provision or provisions under the same or different circumstances at any time in the future.

J.        Notice Regarding Amendments to the Terms of Use.  To best keep you informed regarding any amendments, changes, or revisions to the Terms of Use, we may provide you with notices through email, postings on the Site, or other notification methods. Your continued use of the FirstPractice Website after the publication of such amendments constitutes your acceptance of our amended Terms of Use.

K.       Contact Us.  If you have any questions or concerns about these Terms of Use, please contact us by sending an email to helpdesk@FirstPractice.com.

 These Terms of Use are effective July 19, 2015.

 

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