Agreement to Terms of Use: These Terms of Use (“Terms of Use”) apply to the Chckup, Inc. (“Chckup”) websites located at www.chckup.com, www.chckup.app, and dashboard.chckup.app, as well as any other related websites of Chckup (collectively, the “Website”). These Terms of Use apply to all Website visitors. In addition to these Terms of Use, if you are using an online subscription service or software app provided by Chckup (“Subscription Service”), such as the online patient scheduling service or practice management software, you must also agree to Chckup’s Terms of Service for that Subscription Service. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THIS WEBSITE OR THE SUBSCRIPTION SERVICE. Please read these Terms of Use carefully. Chckup reserves the right to update and make changes to these Terms of Use at any time, in its sole discretion. Such changes are effective immediately upon being posted to the Website, unless otherwise specified by Chckup. It is your responsibility to refer back to this page from time to time for any such updates or changes. Subject to your compliance with these Terms of Use, Chckup grants you a limited, personal, non-exclusive, non-transferable and revocable right and license to access and use the Website and its contents. The Website provides information and certain services related to Chckup’s software and its services. Privacy: The Website supports Chckup’s Subscription Service and provides information to patients and businesses. To operate the Website and Subscription Service as intended, Chckup collects and processes personal information and data. Please refer to Chckup's Privacy Policy, which is incorporated into these Terms of Use, and informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. However, you understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Chckup cannot ensure or warrant the security of any information transmitted to us. No Medical Advice Provided: You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, and other materials that are provided to you on this Website (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such information does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition. All information on this Website is for informational and scheduling purposes only. Chckup is not responsible or liable for information on this Website or in the Subscription Service provided by independent medical professionals or other third parties. If you rely on any such information, you do so solely at your own risk. Chckup does not recommend or endorse any specific tests, doctors, veterinarians, health care providers, procedures, opinions, or other information that may appear on the Subscription Service or Website. Your Chckup Account: Some features of the Website will require you to set up an account with Chckup, such as using the Subscription Service or providing reviews of service providers. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers or devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify Chckup of any unauthorized use of your account of which you become aware. You agree that Chckup is not responsible for third party access to your account that results from theft or misappropriation of your account. You may not allow another person to use your account, or assign or transfer your account to any other person or entity, without Chckup’s prior written consent. Your Warranties and Restrictions on Use of Website and Chckup Materials: As a condition of your use of the Website, you warrant to Chckup that you will not use the Website or Chckup Materials (as defined in the “Ownership” section below) for any purpose that is unlawful or that is prohibited by these Terms of Use. Without limiting this warranty, you specifically agree: You will not use the Website or Subscription Service in any manner which could damage, disable, overburden, or impair the Website or Subscription Service or interfere with any other party's use and benefit of the Website or Subscription Service. You will not use the Subscription Service or Chckup Materials for any unauthorized business or unlawful transactions. You will not obtain or attempt to obtain any materials or information on or through the Website or Subscription Service through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining. You will not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this Website or any of its contents. You will not upload any Customer Form, content, information (including personal information of yourself or another individual) or other data (collectively, “User Content”) that contains any libelous or unlawful material or any materials or instructions that may cause harm or injury, or violates any person’s right of privacy or any copyright, trademark, or other intellectual property rights. You will not copy, modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of the Website, Subscription Service or other Chckup Materials other than for their authorized purposes. You will use Chckup Materials solely for your own personal or internal business use. You will not delete or alter any proprietary rights or attribution notices in any content or Chckup Materials obtained through the Website or the Subscription Service. You agree that you do not acquire any ownership rights in any Chckup Materials or other content posted by Chckup, its licensors, service providers, or other third parties. Chckup does not grant you any licenses, express or implied, to any Website content or Chckup Materials except as expressly provided in these Terms of Use or as stated in writing in connection with such content or materials. You will not use the Website, Subscription Service, or other Chckup Materials to develop a competitive product or service, or copy any of their content, features, functions or designs. You will not allow a direct competitor of Chckup to access the Subscription Service through your account. Indemnification: You will indemnify and hold harmless Chckup and our affiliates, officers, agents, employees, customers, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your User Content, your use of the Website or Chckup Materials, or your violation of these Terms of Use, unless such claim, loss or damage arises solely out of Chckup’s or its employees’ or agents’ negligence or wrongdoing. Suspension or Termination of Account or Website Access: Chckup reserves the right, in its sole discretion, to suspend or terminate your account or your access to the Website, to terminate or delete any content (including your User Content) or Chckup Materials, and/or to cease providing any related services at any time, without notice and without any liability to you, for any reasonable cause, including without limitation your breach of these Terms of Use, requests by law enforcement or other government agencies, discontinuance or modification of the Website, or technical problems. Third Party Linked Sites and Services: The Website and Subscription Service may provide links to websites of third parties (“Linked Sites”) for the purposes of providing certain services or information. Such Linked Sites may include service provider’s websites, social media, credit card processing, and seminar/webinar registration sites, as well as links contained in advertisements, including banner advertisements and sponsored links, and any links provided as automated search results. The Linked Sites are not operated or controlled by Chckup, and Chckup is not responsible for any of the contents of any Linked Sites, including any additional links contained in a Linked Site, or for any products or services provided by such third parties. Chckup is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Chckup of the site or any association with the owners or operators of the Linked Site. 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. You acknowledge and agree that Chckup is not responsible or liable for the content or accuracy of any other website. Your personal data and information may be shared with the third parties who provide services to Chckup and our customers, including Linked Sites (for example, credit card processors), where permitted by law, subject to your consent if required by law or by the Privacy Policy. Please see the Privacy Policy for additional details. Linking to the Website and Social Media Features You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express, written consent. The Website may provide certain social media features that enable you to: Link from your own or certain third-party websites to certain content on the Website. Send e-mails or other communications with certain content, or links to certain content, on the Website. Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: Establish a link from any website that is not owned by you. Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site. Link to any part of the Website other than the homepage. Otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms of Service. The website from which you are linking, or on which you make certain content accessible, must not contain false, misleading, defamatory, infringing, illegal, obscene, offensive, harassing, violent, inflammatory or otherwise objectionable material. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may also disable all or any social media features and any other links at any time without notice in our sole discretion. Use of Other Third Party Integrations You may elect to enable other integrations between our Subscription Services and third parties in the future. If you do so, you are likely to be required to agree to the End User License Agreement of such third parties at the time of enablement of the integration. If you choose not to accept the terms of such End User License Agreements, do not use the applicable integration. Ownership: All content and materials on the Website or made available through the Website, including articles, videos, text, software, graphics, logos and images (“Chckup Materials”), are the property of Chckup or its customers, suppliers or licensors. All Chckup Materials are protected by copyright and/or other laws that protect intellectual property and proprietary rights. You agree to comply with and not remove all copyright and other proprietary notices, legends or other restrictions applicable to any Chckup Materials. Your User Content remains your property, subject to the rights of use contained in these Terms of Use and the Privacy Policy. If you provide any suggestions, ideas or feedback to Chckup (“Feedback”), Chckup shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into Chckup’s software, products and services. Disclaimer of Warranties: EXCEPT AS OTHERWISE EXPRESSLY AGREED BETWEEN Chckup AND YOU OR YOUR ORGANIZATION IN A LICENSE AGREEMENT OR OTHER CONTRACT, THE WEBSITE, ITS CONTENTS, AND ALL Chckup MATERIALS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES AND WITH ALL FAULTS, AND Chckup AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER ARISING BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. Chckup DOES NOT WARRANT THAT THE WEBSITE, Chckup MATERIALS OR ITS SERVICES ARE ERROR-FREE. YOU AGREE THAT Chckup IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION OR MARKETING MATERIALS OF SERVICE PROVIDERS THAT MAY APPEAR ON THE WEBSITE OR IN THE SUBSCRIPTION SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Chckup OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITTEN AGREEMENT SIGNED BY Chckup, IN NO EVENT SHALL Chckup OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OR LIABILITIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, THE WEBSITE, THE SUBSCRIPTION SERVICE OR YOUR USE THEREOF, INCLUDING FAILURE OR INADEQUACY OF OR INABILITY TO USE THE WEBSITE, SUBSCRIPTION SERVICE OR OTHER Chckup MATERIALS OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Chckup OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, THE SUBSCRIPTION SERVICE, ANY Chckup MATERIALS, OR ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND SUBSCRIPTION SERVICE. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so some of these disclaimers or limitations may not apply to you. Copyright Infringement and Takedown Notices: We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Website are infringing, please notify us as specified in the “Chckup Contact Information” section below. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws. International Users: The Website is controlled, operated and administered by Chckup from our offices within the USA. If you access the Website from a location outside the USA, you are solely responsible for compliance with all local laws. General Terms: These Terms of Use are governed by the laws of the State of Louisiana, without regard to any conflicts of laws provisions. You consent to the exclusive jurisdiction and venue of courts in Louisiana in all disputes arising out of or relating to the use of the Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including, without limitation, this section. Chckup’s provision of the Website and its other products and services is subject to existing laws and legal process, and nothing contained in these Terms of Use limits Chckup’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or your User Content. If any provision of these Terms of Use is held by a court or other authority to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary or replaced with a valid provision that best embodies the intent of these Terms of Use, or if it cannot be so modified, then severed, and the rest of these Terms of Use shall remain in full force and effect. These Terms of Use, together with the Privacy Policy and, if applicable, Subscription Terms of Service, constitute the entire agreement between you and Chckup with respect to the Website and its contents, including the Subscription Service, and supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and Chckup with respect to the Website. If Chckup and you or your organization have entered into a separate written contract regarding the Subscription Service covering substantially similar matters as set forth in the Subscription Terms of Service below, that separate, signed contract will have priority over these Terms of Use and the Subscription Terms of Service set forth below in the event of a conflict. Chckup’s failure to enforce or exercise any provision of these Terms of Use is not a waiver of that provision. Any course of conduct between you and Chckup will not be deemed to modify any provision of these Terms of Use. Except as otherwise stated at the beginning of these Terms of Use, these Terms of Use may be modified or amended only by a separate written agreement signed by an authorized official of Chckup. You agree to receive all notices and communications from Chckup regarding the Subscription Service by electronic means, which include email and notices posted on the Website or in the portal to the Subscription Service. Such electronic communications may include, but are not limited to, notices of scheduled downtime, notices or disclosures that federal or state laws or regulations require that Chckup provide to its customers, and any other communications regarding your relationship with Chckup. You acknowledge that you are able to retain such electronic communications by printing them or downloading and saving them. You agree that such electronic notices are reasonable and proper notice for the purpose of any applicable laws and regulations, including that communications be provided in writing and/or in a form that you may keep. Chckup Contact Information: You may send us notices, questions or comments regarding these Terms of Use at the following: Chckup, Inc. 8000 Innovation Park Drive Baton Rouge, LA 70820 Legal Notices (including infringement or privacy matters): teamchckup@gmail.com (with a copy to Chckup’s street address above, Attention: Legal Operations)
SUBSCRIPTION SERVICE TERMS OF SERVICE CLIENT TERMS OF SERVICE THESE CLIENT TERMS OF SERVICE (“TERMS OF SERVICE”) ARE A PART OF THE SUBSCRIPTION SERVICE TERMS OF SERVICE AND FORM LEGAL AGREEMENT BETWEEN YOU (“SUBSCRIBER”, “CLIENT” OR “YOU”) AND CHCKUP, INC. (“CHCKUP” OR “WE”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCEPTING THEM AND SUBSCRIBING TO USE CHCKUP’S ONLINE CLIENT SCHEDULING SUBSCRIPTION SERVICE (THE “SUBSCRIPTION SERVICE”) AND ITS ASSOCIATED SOFTWARE (THE “SOFTWARE”). THESE TERMS SET FORTH YOUR LEGAL RIGHTS AND OBLIGATIONS RELATED TO CHCKUP’S SUBSCRIPTION SERVICE. WE MAY MODIFY THESE TERMS OF SERVICE AT ANY TIME IN OUR SOLE DISCRETION INCLUDING THE MODIFICATION OF APPLICABLE FEES, BY POSTING AMENDED TERMS TO THE WEBSITE, IN THE SUBSCRIPTION SERVICE, OR BY SENDING YOU AN EMAIL TO THE EMAIL ADDRESS YOU PROVIDED TO US UPON SIGNING UP. YOUR CONTINUED USE OF THE SUBSCRIPTION SERVICES THEREAFTER SHALL CONSTITUTE YOUR ACCEPTANCE OF ALL REVISIONS, MODIFICATIONS AND AMENDMENTS TO THESE TERMS OF SERVICE. YOU SHOULD PERIODICALLY REVIEW THESE TERMS OF SERVICE FROM TIME TO TIME ON THIS WEBSITE. BY CLICKING “I AGREE” OR BY USING THIS ONLINE SUBSCRIPTION SERVICE AND ITS SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK ON THE “I ACCEPT” BUTTON AND DO NOT USE THIS SUBSCRIPTION SERVICE. IF YOU DO NOT ACCEPT NEW, MODIFIED OR AMENDED TERMS OF USE, CEASE USE OF ANY AND ALL OF THE SUBSCRIPTION SERVICES AND NOTIFY US IN WRITING. In consideration of Chckup’s provision of the Subscription Service and related services to you, you agree with Chckup as follows: 1. Access and Use of the Subscription Service These Terms of Service, which include and hereby incorporate Chckup’s Privacy Policy and any other documents they expressly incorporate by reference, govern your access to and use of the Subscription Service, including any content, functionality and services offered on or through www.chckup.com, www.chckup.app, or dashboard.chckup.app (the “Website(s)”). As a Subscriber, you will have access to the Software and materials made available through the Subscription Service by Chckup. This Subscription Service is offered and available only to users who are over 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Subscription Service, you represent and warrant that you are of legal age to form a binding contract with Chckup and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Subscription Service. If you use the Subscription Service on behalf of any person under the age of 13 and provide such child’s personal data to Chckup, you must be the parent or guardian of such minor child, or have the required consent from the child’s parent or guardian to provide the child’s personal data to Chckup and authorize Chckup to process the personal data of such minor. we require the Customer to obtain the requisite consent from the parent or guardian of the minor. You hereby represent to Chckup that you are the parent or guardian of any child whose personal data will be input into the Subscription Service, or that you have their consent to do so. Children under age 13 may not use the Subscription Service without their parent’s or guardian’s authorization. In all other cases, if you are registering an account or using the Subscription Service on behalf of an individual or entity other than yourself, such as a spouse or a child over age 13, you represent that (i) you are authorized by such individual or entity to accept these Terms of Service on such individual or entity's behalf; or (ii) in the case of a child over age 13, that you are the child’s parent or guardian or have the child’s, parent’s or guardian’s consent to accept the Terms of Service on their behalf and provide the child’s personal information to the service. Registration for Services or use of the Subscription Service is void where prohibited by applicable law, and your right to access the Subscription Service is revoked in those jurisdictions. 2. About the Website Everything offered on the Website is referred to in these Terms of Service collectively as the “Services” or “Subscription Services”. Some of what is on the Website is viewable without registering, but to actively participate or store your information, you must register as a member and authorize the use and disclosure of your personal and health information for purposes of allowing us to provide the Services. You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, and other materials (collectively, “Information”) that is provided to you on the Subscription Service or Website (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such Information does not create a medical professional/client relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition. 3. No Medical Advice Is Provided The Information that you obtain or receive from the Subscription Service or Website, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise is for informational and scheduling purposes only. All medically related information comes from independent health care professionals or organizations. If you access any Information on the Subscription Service or Website, that Information is (i) provided by independent health care professionals and organizations, (ii) for informational purposes only, and (iii) does not establish any client/doctor relationship. THE INFORMATION PROVIDED THROUGH THE SUBSCRIPTION SERVICE AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH THE WEBSITE IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTH CARE PROFESSIONAL BECAUSE OF INFORMATION YOU MAY HAVE READ OR SEEN ON THE SUBSCRIPTION SERVICE OR WEBSITE. DO NOT USE THE SUBSCRIPTION SERVICE OR WEBSITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. YOUR USE OF INFORMATION PROVIDED ON THE SUBSCRIPTION SERVICE OR WEBSITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SUBSCRIPTION SERVICE OR WEBSITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. We do not recommend or endorse any specific tests, doctors, veterinarians, health care providers, procedures, opinions, or other information that may appear on the Subscription Service or Website. If you rely on any of the Information provided by or on the Subscription Service or Website, you do so at your own risk. 4. No Doctor-Patient Relationship NO LICENSED MEDICAL PROFESSIONAL/CLIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE USE OF THE SUBSCRIPTION SERVICE OR WEBSITE OR THROUGH ANY OTHER COMMUNICATIONS FROM CHCKUP, INCLUDING, BUT NOT LIMITED TO, THE SCHEDULING OF AN APPOINTMENT WITH A PROVIDER AND/OR MEDICAL/HEALTHCARE RELATED MATERIALS ON THE SUBSCRIPTION SERVICE OR WEBSITE, LINKS TO OTHER SITES OR ANY INFORMATION OR ASSISTANCE PROVIDED ON OR THROUGH THE SUBSCRIPTION SERVICE OR WEBSITE TO HELP YOU SCHEDULE AN APPOINTMENT WITH A MEDICAL PROFESSIONAL OR SPECIALIST IN ANY FIELD. CHCKUP MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OF ANY MEDICAL PROFESSIONAL OR SPECIALIST OR OTHER INFORMATION HEREIN. FURTHERMORE, CHCKUP DOES NOT IN ANY WAY ENDORSE ANY INDIVIDUAL DESCRIBED HEREIN. IN NO EVENT WILL CHCKUP BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH INFORMATION. CHCKUP WILL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY MEDICAL PROFESSIONAL OR SPECIALIST, WHETHER LISTED ON THIS SITE OR NOT. Chckup has no control over, and cannot guarantee the availability of, any Provider at any time. Chckup will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Subscription Service, Website or Services whatsoever. Chckup strongly advises, and you agree that you will perform your own investigation prior to selecting a health care professional by making confirming telephone calls to the appropriate licensing authorities to verify listed credentials and education, and to further verify information about a particular health care professional, doctor, veterinarian or other health care provider (collectively, “Provider”) by confirming with the Provider's office, your current Provider, the medical association relative to the Provider's specialty and your state medical board. 5. Important Information About Provider Relationships and Lists In connection with using the Subscription Service, Website and the Services to locate and schedule appointments with medical or health care professionals, you understand that: • YOU ARE SOLELY RESPONSIBLE FOR CHOOSING YOUR OWN PROVIDER. • Chckup only lists Providers who have paid a fee and signed a contractual agreement with Chckup. • Chckup will provide you with lists of Providers who have stated that they are suitable to deliver the health care service that you are seeking based solely on information that you provide to Chckup and based on your user settings (such as insurance information, proximity to your geographical location, and specialty of the Provider). The lists may be based on other criteria (including, for example, Provider availability, past selections by and/or ratings of Providers by you or by other Subscription Service users, and past experience of Subscription Service users with Providers). However, Chckup does not recommend or endorse any Provider, does not make any representations or warranties with respect to these Providers or the quality of the healthcare services they may provide, and does not receive any additional fees from Provider for featuring them through the Services. • Chckup DOES NOT investigate any Provider to determine whether they hold active medical licenses or certifications necessary to practice any specialty or services. Additionally, while Chckup may receive information regarding any Provider's medical license or certification status or information regarding inappropriate or unprofessional conduct, Chckup does not have any obligation to investigate any such information received and does not have any obligation to update any listings based on any such information. • If you elect to enter information into a medical history form (“Medical History Form”) on behalf of yourself or a third party from whom you have received authorization to provide such information, on your request you authorize Chckup to provide such information to the Provider you specify. You also acknowledge and agree that such information will be reviewed and approved by you or someone authorized on your behalf at the time of your appointment to ensure its accuracy. Further, you acknowledge that Chckup may use the data or information you provide on a Medical History Form in accordance with these Terms of Service. 6. Editorial Control Chckup may, but has no obligation to, have Information posted on the Subscription Service or Website reviewed by Chckup personnel. The timeliness and accuracy of any or all of the Information is not guaranteed. Neither Chckup, the authors, Chckup personnel, nor any other party who may have been involved in the preparation or publication of any Information assures you that the Information contained on or through the Subscription Service or Website is accurate or complete. Furthermore, Chckup, the authors, Chckup personnel or any other party who may have been involved in the preparation or publication of any Information is/are not responsible for any errors or omissions or for the results obtained from the use of any Information. Chckup strongly encourages you to and you agree to independently confirm the Information contained on or through the Subscription Service and Website with other sources and to seek the advice of a qualified physician or other health care provider. INFORMATION ON PROVIDERS: Provider and practice information found on or through the Subscription Service and Website is intended for general reference purposes only. Provider information found on or through the Subscription Service and Website is self-reported by the Provider and/or the Provider's staff and is not confirmed by Chckup. This information often changes frequently and may become out of date or inaccurate. Neither the Subscription Service, Website nor Chckup provides any advice or qualification certification for or about any Provider. You must independently verify any information to ensure it is accurate and up to date. PROCEDURE/PRODUCT INFORMATION AND SERVICES: The procedures, products, services and devices discussed and/or advertised on the Subscription Service and Website are not applicable to all individuals, clients, or all clinical situations. Chckup makes no claims as to the effectiveness of any such procedures, products, services or devices. Any products and/or services represented on or through the Subscription Service or Website by advertisers, sponsors, other Subscription Service users, either paid or unpaid, or by Providers or other sources are included for your awareness and do not imply that they are appropriate for any particular individual or prediction of effectiveness, outcome or success. 7. Personal Information and Privacy To operate the Subscription Service and Website as intended, Chckup collects and processes personal data. Please refer to Chckup’s Privacy Policy, which is incorporated into these Terms of Service, and informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. You understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Chckup cannot ensure or warrant the security of any information transmitted to us. If you choose, or you are provided with, a username, password or any other piece of information as part of Chckup's security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree to immediately notify Chckup of any unauthorized use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Chckup has the right to disable any user identification code or password, whether chosen by you or provided by Chckup, at any time, in Chckup's sole discretion for any or no reason, including, if in Chckup's opinion, you have failed to comply with any provision of these Terms of Service. The Subscription Service tracks metadata and other usage data related to your and other users’ use of the Subscription Service (“Usage Data”) and shares such data with Chckup. Chckup shall own such Usage Data, other than the personal data incorporated therein. You agree that Chckup has the perpetual right to collect, aggregate, use, distribute and sell such Usage Data for any legal purpose, including without limitation for the purposes of providing services and improving the Subscription Service and Chckup’s products and services generally. Chckup may retain and use Usage Data permanently. To the extent such Usage Data contains any individually identifiable data or personal data, Chckup shall not sell or otherwise provide such Usage Data to any third party unless the data been anonymized (e.g., no name or address attached to the particular data) and/or aggregated with other users’ data, so that it is not identifiable as to any particular person. Notwithstanding the foregoing, Chckup may share Usage Data in its original form as necessary or appropriate to provide Services to you or to comply with its legal obligations. 8. Your Responsibilities: You will be solely responsible for the payment of any fees required by any Provider with which you schedule an appointment, including, but not limited to, fees for a missed appointment. You are solely responsible for all use of the Subscription Service, including any use of the Subscription Service with your username and password by others. 9. Modifying or Terminating Subscription Service and Account Security We reserve the right to withdraw or modify the Subscription Service, and any service or material we provide on the Subscription Service, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Subscription Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Subscription Service, or the entire Subscription Service, to users, including registered users. You are responsible for: • Making all arrangements necessary for you to have access to the Subscription Service. • Ensuring that all persons who access the Subscription Service through your internet connection are aware of these Terms of Service and comply with them. • To access the Subscription Service 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 Subscription Service that all the information you provide on the Subscription Service is correct, current and complete. 10. Intellectual Property Rights The Subscription Service, Website and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Chckup, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Subscription Service for your personal, non-commercial 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 Subscription Service or 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 Subscription Service or Website for your own personal, non-commercial use and not for further reproduction, publication or distribution. • If Chckup provides 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. • If we provide social media features with certain content, you make take such actions as are enabled by such features. You must not: • Modify copies of any materials from this site. • 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 the Subscription Service or Website. • Access or use for any commercial purposes any part of the Subscription Service or Website or any services or materials available through them. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Subscription Service or Website in breach of the Terms of Service, your right to use the Subscription Service and 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 Subscription Service or Website or any of their content is transferred to you. All rights not expressly granted are reserved by Chckup. Any use of the Subscription Service or Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws. 11. Prohibited Uses You may use the Subscription Service and Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Subscription Service or Website: • 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). • 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. • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in Section 16 of these Terms of Service. • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation. • To impersonate or attempt to impersonate Chckup, a Chckup 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). • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Subscription Service, or which, as determined by us, may harm Chckup or users of the Subscription Service or expose them to liability. Additionally, you agree not to: • Copy (except as otherwise expressly permitted herein), modify, adapt, translate, or reverse engineer the Subscription Service or any portion of the Website, its content, Information, or materials and/or the Services; • Use the Subscription Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Subscription Service, including their ability to engage in real time activities through the Subscription Service; • Use any robot, spider or other automatic device, process or means to access the Subscription Service or Website for any purpose, including monitoring or copying any of the material on the Subscription Service or Website; • Use any device, software or routine that interferes with the proper working of the Subscription Service or Website; • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Subscription Service or Website, the server on which the Website is stored, or any server, computer or database connected to the Website; • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; • Misuse the Services by scheduling an appointment with a Provider which you have no intention of keeping; • Create user accounts by automated means or under false or fraudulent pretenses; • Collect or store personal data about other users; or • Otherwise attempt to interfere with the proper working of the Subscription Service or Website. Chckup will determine, in its sole discretion, whether you have engaged in prohibited conduct or have violated these Terms of Service. Chckup's determination will be final and unreviewable, and you waive any and all rights you may have to challenge that decision. In addition to Chckup's rights in these Terms of Service or under applicable law, Chckup may, but is not obligated to, take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms of Service. 12. User Feedback, Comments, and/or Contributions The Subscription Service and/or Website may contain user review and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”). “User Contributions” does not include any individual’s personal data, personal health information or financial information. All User Contributions must comply with the Content Standards set out in Section 16 of these Terms of Service. Further, you must act responsibly when providing User Contributions. Do not post any information that another user, Provider, or any other individual or entity may use to identify you. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website or Subscription Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, reproduce, modify, publicly perform, publicly display, distribute and otherwise disclose to third parties any such material for any purpose and to make adapt, edit, translate, prepare derivative works of, or incorporate into other works, your User Contribution. This license is non-exclusive, except you agree that Chckup will have the exclusive right to practice this license to the extent of combining your User Contribution with the User Contributions of other Website users for any reason. You represent and warrant that: • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to Chckup and our affiliates and service providers, and each of their and our respective licensees, successors and assigns. • All of your User Contributions do and will comply with these Terms of Service. • You understand and acknowledge that you are solely responsible for any User Contributions you submit or contribute or User Contributions submitted using your account, and you, not Chckup, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Subscription Service or Website. 13. Monitoring and Enforcement; Termination We have the right, but not the obligation, to: • Remove or refuse to post any User Contributions for any or no reason in our sole discretion. • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of other users or the public, or could create liability for Chckup. • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Subscription Service or Website. • Terminate or suspend your access to all or part of the Subscription Service, without notice, for any or no reason, including without limitation, any violation of these Terms of Service. • Terminate and/or suspend your registration, without notice, for any or no reason, including without limitation, any violation of these Terms of Service. Chckup will not be liable to you or any third party for any termination of your access to the Subscription Service and/or the Services. Further, you agree not to attempt to use the Subscription Service and/or the Services after any such termination. The following will survive any termination of these Terms of Service: Sections 3, 4, 5, 7, 10, 11, 12, 13, 16, 19 through 28, and any other provisions which by their sense and context are intended to survive such termination. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Subscription Service or Website. We cannot and do not undertake to review any or all material before it is posted on the Subscription Service or Website. While we will use reasonable efforts to respond in a timely manner regarding complaints about objectionable matter posted on the Subscription Service or Website, we cannot guarantee the timing of the removal of such material. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section, except for our gross negligence or willful misconduct. 14. Content Standards These content standards apply to any and all User Contributions and use of our Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: • Contain any material which is inaccurate, outdated, false, misleading, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable. • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person. • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service. • Be likely to deceive any person. • Promote any illegal activity, or advocate, promote or assist any unlawful act. • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person. • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising. • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case. 15. Copyright Infringement If you believe that any User Contributions violate your copyright, please see Section 28 regarding Copyright Disputes for instructions on sending us a notice of copyright infringement. It is the policy of Chckup to terminate the user accounts of repeat infringers. 16. Reliance on Information Posted The Information and Services presented/provided on or through the Subscription Service and Website are made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of the Information or Services. Any reliance you place on such Information or Services 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 user of the Subscription Service or visitor to the Website, or by anyone who may be informed of any of their contents. The Subscription Service and Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. 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 Chckup, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Chckup. 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. 17. Changes to the Subscription Service, Website and Services You acknowledge and agree that the Subscription Service, Website, Software and other materials that may be made available as part of the Subscription Service may be modified and updated from time to time, in Chckup’s sole discretion. Chckup does not make any commitment to you that it will maintain any particular Software, features or materials on the Subscription Service. We do not warrant or guarantee the content of the Subscription Service or Website is complete or up-to-date. Any of the material on the Subscription Service or Website may be out of date at any given time, and we are under no obligation to update such material. We may also change the Services provided on the Website from time to time, including, but not limited to, adding new services, substituting a new service for one of the existing Services, or discontinuing or suspending one of the existing services. Use of any new or modified Services will be governed by these Terms of Service. Chckup will not be liable to you or to any third party for any modification, suspension, or termination of any of the Services. 18. Additional Terms and Conditions Additional terms and conditions may also apply to specific portions, services or features of the Subscription Service or Website. Those additional terms will govern your use of the particular Service to which the additional terms apply. By using the particular Service to which the additional terms apply, you agree to the additional terms. If you do not agree to the additional terms, then you must not use the Services to which the additional terms apply. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service. In the event of an irreconcilable difference between the additional terms and these Terms of Service, the additional terms will apply. 19. Geographic Restrictions; Legal Compliance with Export Laws The owner of the Subscription Service and Website is based in the state of Louisiana in the United States. Chckup provides the Subscription Service and Website for use only by persons located in the United States. Chckup makes no claims that the Subscription Service, Website or any of their content is accessible or appropriate outside of the United States. Access to the Subscription Service or Website may not be legal by certain persons or in certain countries. If you access the Subscription Service or Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. 20. Disclaimer of Warranties THE SUBSCRIPTION SERVICE, SOFTWARE AND WEBSITE ARE PROVIDED “AS IS.” CHCKUP 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. THIS DISCLAIMER SHALL NOT BE MODIFIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. CHCKUP DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE OR SOFTWARE IS ENTIRELY ERROR-FREE. Chckup makes no representations concerning any Information, User Contributions or other content on or accessed through the Subscription Service, Website and/or the Services, and Chckup will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained on or accessed through the Subscription Service, Website and/or the Services. Chckup makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Subscription Service, Website and/or the Services. Further, you understand that Chckup cannot and does not guarantee or warrant that files available for downloading from the internet, the Subscription Service or the Website 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 SUBSCRIPTION SERVICE, WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SUBSCRIPTION SERVICE OR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM. 21. Limitation on Liability CHCKUP’S TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THIS AGREEMENT, INCLUDING ANY USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICE, SOFTWARE OR WEBSITE, SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF $100.00. IN NO EVENT SHALL CHCKUP BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICE, SOFTWARE OR WEBSITE, REGARDLESS OF WHETHER CHCKUP HAS NOTICE OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Some jurisdictions prohibit certain limitations of damages in consumer contracts, so the above limitations may be superseded by law in some jurisdictions. 22. Indemnification You agree to defend, indemnify and hold harmless Chckup, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Subscription Service or Website, including, but not limited to, your User Contributions, any use of the Subscription Service’s or Website's content, the Services and products offered on or through the Website, or your use of any information obtained from the Subscription Service or Website, or the violation of any intellectual property or other right of any person or entity, by your or any third party using your registration information. The foregoing indemnification obligation does not apply to liabilities, claims, and expenses arising as a result of our own gross negligence or intentional misconduct. 23. Governing Law and Jurisdiction All matters relating to the Subscription Service, the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of Louisiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Louisiana or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website will be instituted exclusively in the federal courts of the United States or the courts of the State of Louisiana, in each case located in Baton Rouge, Louisiana, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your state of residence or any other relevant state. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 24. Limitation on Time to File Claims ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE SUBSCRIPTION SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 25. Waiver and Severability No waiver of by Chckup of any term or condition set forth in these Terms of Service will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Chckup to assert a right or provision under these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court, or other tribunal of competent jurisdiction, to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect. 26. Entire Agreement These Terms of Service and any additional terms under Section 18 constitute the sole and entire agreement between you and Chckup with respect to the Subscription Service and Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Subscription Service and Website. 27. Electronic Contracting and Notices If you draw, type or attach your signature or any other text, symbol or image in a box or space associated with any contract or form provided by Chckup, you are agreeing to be legally bound by the terms and conditions of that contract or form. Such action by you constitutes an “Electronic Signature,” which shall have the same force and effect as an original signature. No third party certification or verification is necessary to validate an Electronic Signature. 28. Copyright Disputes We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Subscription Service or Website are infringing, please notify us. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws. It is Chckup's policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (b) remove and discontinue Service to repeat offenders. Chckup's designated agent to receive any notification under this section is: email to teamchckup@gmail.com 29. Assignment Chckup may assign the Terms of Service or any or all of its obligations under these Terms of Service at any time with no notice to you. You may not assign, transfer, or sublicense these Terms of Service or any of your obligations under these Terms of Service and any attempt to do so in violation of this section will be null and void. 30. Your Comments and Concerns The Subscription Service and Website are operated by Chckup, Inc., 8000 Innovation Park Drive, Baton Rouge, LA 70820. All other feedback, comments, requests for technical support and other communications relating to the Subscription Service or Website should be directed to support@chckup.app 31. Cancellations All purchases are non-refundable. You can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our services, please email us at teamchckup@gmail.com or call us at 2252429162.
CUSTOMER TERMS OF SERVICE
These Customer Terms of Service (the “Terms”) are between Chckup, Inc. (“Chckup” or “we”) and the Customer identified in the accompanying Order (“Customer” or “you”). If Customer is a business or other legal entity, the person accepting these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions. If you are a User using the Subscription Service under the Customer’s license, applicable portions of these Terms are also binding upon you individually, including without limitation the Acceptable Use Policy and other restrictions in Section 3 and the terms in Sections 8, 9 and 10. Where applicable, “you” also refers to Users. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCEPTING THEM BY SIGNING THE ACCOMPANYING ORDER. THESE TERMS GOVERN THE LICENSE AND USE OF THE SUBSCRIPTION SERVICE AND SOFTWARE OFFERED BY Chckup AND PROVIDED TO CUSTOMER AND ITS USERS UNDER THE ORDER(S) EXECUTED BY CUSTOMER. BY SIGNING THE ORDER, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS ENTIRE TERMS OF SERVICE CONTRACT, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT ATTACHED AS EXHIBIT A. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT SIGN THE ORDER.
These Terms are effective between Customer and Chckup as of the date Customer signs the initial Order and that Order is accepted by Chckup (the “Effective Date”). The person accepting the Order and these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions.
RECITALS: A. Chckup licenses certain software programs to customers (the “Software”) that are available to access through the cloud, via Chckup’s website (the “Website”) as a subscription service, together with other content and materials provided by Chckup on the Website or otherwise (the “Subscription Service”). B. Customer desires to access the Subscription Service, and Chckup desires to provide such access to Customer, subject to the terms and conditions of these Terms. In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Chckup and you agree as follows: AGREEMENTS: In consideration of the mutual promises set out in these Terms, Chckup and Customer agree as follows:
Definitions. (a) “Acceptable Use Policy” means the acceptable use policy and terms set forth in Section 2(b). (b) “BAA” means the Business Associate Agreement attached hereto as Exhibit A. (c) “Confidential Information” means Chckup’s pricing, Customer Data, either party’s non-public business and technology information, the Software, trade secrets, any written materials marked as confidential and any other information which reasonably should be understood to be confidential. Confidential Information excludes information that the receiving party can document: (i) is or becomes generally available to the public without fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to its disclosure by the other party; (iii) is independently developed without the use of any Confidential Information of the disclosing party; or (iv) is obtained without obligation of confidentiality from a third party who has the right to disclose it. The receiving party also may disclose Confidential Information to the extent required under a judicial or legislative order or proceeding or as necessary to comply with open records acts or other freedom of information laws or regulations; provided that it gives the disclosing party, if legally permissible, reasonable prior notice and an opportunity to respond or object to the disclosure. (d) "Customer Data" means all electronic data, content and information input by Customer and Users into the Subscription Service, including any Personal Information of individuals. Customer Data does not include any Feedback. (e) “De-identified Data” has the meaning set forth in Section 5(a). (f) “Chckup Materials” means the Subscription Service, Software, documentation, the Website and its contents (including all content generated by the Subscription Service, except for Personal Information provided by Customer and its Users), Chckup’s trademarks and service marks, custom developments, Modifications, training materials, and other written or electronic documents and materials produced by Chckup that relate to the Subscription Service, and all intellectual property rights in the foregoing. (g) “Feedback” means any suggestions, enhancement requests, complaints or other feedback from Customer or Users relating to the Subscription Service, other Chckup Materials, or Chckup’s Services. (h) “Location(s)” refers to specific offices of Customer that are licensed to use the Subscription Service, as listed in Customer’s Order(s). (i) “Modifications” means updates, upgrades, patches, improvements, enhancements, bug fixes, additional features, and other modifications to the Subscription Service or other Chckup Materials. (j) "Order(s)" means the Customer Order and Agreement between the parties, and/or any other mutually agreed electronic or written documents for placing orders in connection with these Terms. Orders may be for Customer’s and its Users’ initial access to the Subscription Service, for adding additional Locations to Customer’s license, or for any other products or Services of Chckup. Orders are subject to acceptance by Chckup. Orders are incorporated into these Terms by reference, except as provided in Section 17(a). (k) “Payment and Cancellation Policy” means Chckup’s policies relating to its subscription plans, billing, cancellation, and refunds, as set forth at chckup.app/terms-of-service. (l) “Privacy Policy” means the Chckup Privacy Policy posted on the Website, which is incorporated into these Terms by reference. The Privacy Policy may be accessed at this link: chckup.app/privacy-policy. The Privacy Policy may be modified and updated by Chckup from time to time, and the then-current Privacy Policy will apply from and after the time it is posted on the Website. (m) “Services” means technical support, Software maintenance, and other services offered by Chckup to customers as part of or in connection with the Subscription Service, including consulting or other professional services for which Chckup may charge a separate fee. (n) “Software” means the software program(s) that Chckup makes available to Customer as part of the Subscription Service. “Software” also includes any downloadable software provided by Chckup as part of the Subscription Service and any Modifications to the foregoing software. Software will be provided to Customer only through online access as part of the Subscription Service. (o) “Subscription Service” means the subscription service specified in an Order, providing online access to hosted Software and any related products and Services offered by Chckup that are made available online to Customer, including any associated offline components. The Subscription Service will be hosted either on Chckup servers or the servers of a third party that in the business of hosting web- or cloud-based software applications. “Subscription Service” excludes any third party software and applications that are owned by entities or individuals other than Chckup and that may interoperate with the Subscription Service or Software, including but not limited to those listed or provided on the Website or together with the Subscription Service. (p) “Term” means the Initial Term of these Terms together with any and all Renewal Terms, as those terms are defined in Section 7(a). (q) “Third Party Software” means software owned by third parties and licensed to Chckup for customers to use in connection with the Subscription Service, including open source software. (r) "Users" means employees, independent contractors, staff and other individual persons that Customer authorizes to use the Subscription Service, solely for Customer’s own internal business purposes. (s) “Website” means the Chckup website where Customer and its Users access the Subscription Service, and/or other web pages designated by Chckup where resources and Services related to the Subscription Service are provided by Chckup (excluding third party websites).
License. Chckup grants Customer a non-exclusive, non-transferable right and license, during the term of these Terms, to access and use the Subscription Service during the Term for each authorized Location. The Subscription Service is subject to the following license terms and limitations: (a) Use of Subscription Service. Use of the Subscription Service and Software is limited to Customer’s own internal business purposes related to analyzing and growing its business, and only for the authorized Locations. Customer is granted the right to authorize Users to access and use the Subscription Service, for the sole benefit of Subscription’s business. Customer and Users are authorized to use the Software only as part of the Subscription Service, except as otherwise specifically set forth in these Terms or in the terms of use for a particular Software product. (b) Acceptable Use Policy. Customer and its Users may not use the Subscription Service or other Chckup Materials in any of the following ways: • in any way that violates these Terms or is prohibited by law, regulation, or governmental order; • distributing any viruses or other malicious code, spam, or any other materials or instructions that may cause harm or injury to anyone; • violating the rights of others; including violating any person’s right of privacy or any copyright, trademark, or other intellectual property rights; • reverse engineering, disassembling, decompiling or otherwise attempting to derive source code, trade secrets, algorithms, programming methods or Confidential Information from the Software or Subscription Service; • modifying or creating derivative works of the Subscription Service or any other Chckup Materials, or using them in order to build a competitive product or service, or copying any features, functions or graphics of the Subscription Service, Software or Website. • removing, altering, or obfuscating any copyright notices or other proprietary rights notices placed or embedded by Chckup on or in any Chckup Materials • uploading any libelous or unlawful material; • trying to gain unauthorized access to or disrupt any service, device, data, account or network; • in a way that could harm the Subscription Service; including any way which could damage, disable, overburden, or impair the Subscription Service or interfere with anyone’s use of the Subscription Service; • obtaining or attempting to obtain any materials or information by circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining; • using any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor the Subscription Service or any of its contents; • making an unauthorized transfer to your Subscription Service account or allowing others unauthorized access to the Subscription Service through your account; • marketing or promoting any product or service that is not available through Chckup; or • assisting or encouraging anyone to do any of the above. Violation of this Acceptable Use Policy may result in suspension or termination of the Subscription Service for the responsible User or Customer. (c) Geographic Scope of License. Customer’s use of the Subscription Service is limited to the United States, and Customer and its Users will not input or allow to be added any Personal Data of non-U.S. residents into the Subscription Service, unless and until otherwise expressly agreed in writing by Chckup. Customer acknowledges that use of the Subscription Service for any business operations outside of the U.S. requires additional due diligence to ensure that that the parties are able to comply with data security, privacy, and other applicable laws and regulations. (d) Modifications. Customer and Users may not modify the Subscription Service or other Chckup Materials in any way, other than adding, modifying and deleting its own Customer Data. Customer acknowledges and agrees that Chckup may make Modifications to the Subscription Service and other Chckup Materials from time to time, in Chckup’s sole discretion. Chckup reserves the right, in its sole discretion, to make unscheduled deployments of Modifications at any time and may add or remove functionalities or features, and may suspend the Subscription Service while updating it. (e) Customer’s Obligations Relating to Data. Customer has the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use all Customer Data. Customer agrees that it is solely responsible for the nature, quality and accuracy of all Customer Data. Customer will promptly handle and resolve any notices and claims relating to the Customer Data, including any notices sent by any person claiming that any Customer Data violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices. Customer hereby grants Chckup and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Customer Data posted on the Subscription Service solely to the extent necessary to provide the Subscription Service and other Services or as otherwise permitted by these Terms. (f) Users. Each User will be required to accept these Terms prior to accessing the Subscription Service. Customer is responsible for ensuring that its Users comply with these Terms. However, Chckup’s representations, warranties and commitments set forth in these Terms are made only to Customer, not to its Users. (g) Open Source and Third Party Software. The parties acknowledge that the Software contains open source code and other Third Party Software components. Open source components are subject to the applicable third party license terms, which are available upon request. Other Third Party Software that is embedded in the Software, or provided by Chckup as an integrated part of the Subscription Service, is sublicensed by Chckup to Customer pursuant to these Terms, as applicable, unless Chckup provides a separate third party license(s) for such Third Party Software to Customer. Third Party Software is licensed only for use in connection with the Software, unless otherwise permitted under an open source license.
Free Trials. If you are participating in any free offer or trial period, Chckup will make the Subscription Service available to you free of charge until the end of the free trial period for which you have registered. You must cancel the Subscription Service before the end of the trial period to avoid incurring new charges. If you do not cancel your subscription and we have told you the Subscription Service will convert to a paid subscription at the end of the trial or free period, you authorize us to charge your payment method for the Subscription Service. Unless your free trial account is converted to a paid subscription, any Customer Data you input into the Subscription Service will be deleted at the end of the trial period. DURING THE FREE TRIAL PERIOD THE SUBSCRIPTION SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.
Other Services. (a) Technical Support and Maintenance. Chckup will provide Customer with reasonable telephone-based and web-based technical support and maintenance Services to assist Customer in utilizing the Subscription Service. Customer will also have email access to the Chckup technical support division via support@chckup.app. Chckup technicians will use reasonable, good faith efforts to resolve Customer’s problems. Chckup will respond to support telephone calls or e-mail contacts based on: (a) the order that such calls or e-mail are received; and (b) the relative importance of such calls or e-mail as reasonably determined by Chckup. Chckup may update its support and maintenance policies from time to time. (b) Professional Services. Upon Customer’s request and subject to a separate written Order or statement of work (“SOW”) between the parties, Customer may purchase training, consulting services, or other professional Services from Chckup. All such Services are subject to the terms and conditions set forth in such Order or SOW as well as these Terms, to the extent not conflicting with such Order or SOW. (c) Other Third-Party Integrations. You may elect to enable other integrations between our Subscription Services and third parties in the future. If you do so, you are likely to be required to agree to the End User License Agreement of such third parties at the time of enablement of the integration. If you choose not to accept the terms of such End User License Agreements, do not use the applicable integration.
Ownership. (a) Chckup Ownership. As between the parties, Chckup owns and retains all right, title and interest in and to the Subscription Service and all other Chckup Materials. Chckup also owns all right, title and interest in and to de-identified and aggregated Customer Data, as set forth in Section 9(e) (“De-identified Data”). Third Party Software is owned by the applicable copyright holders. Portions of Chckup’s software and other materials may be licensed to it by third parties. The Subscription Service and all other Chckup Materials may be used by Customer and Users only for the purposes described in these Terms. Any rights not expressly granted herein are reserved by Chckup. Neither these Terms nor any other agreement between the parties changes ownership of any pre-existing software or other materials. (b) Customer Ownership of its Data. As between the parties, Customer owns and shall retain all right, title and interest in and to all Customer Data. Customer Data does not include Feedback, Usage Data (as defined below), or De-identified Data. (c) Feedback. Chckup shall own all rights and title to Feedback, and may incorporate it into any of its software, products and services. Chckup shall exclusively own all right, title and interest in and to any software and intellectual property developed or delivered to Customer in the performance of these Terms, regardless of whether it is based on or incorporates any Feedback, subject to the licenses granted herein to Customer. (d) Usage Data. The Subscription Service tracks metadata and other usage data related to customers’ and Users’ use of the Subscription Service (“Usage Data”) and shares such data with Chckup. Chckup shall own such Usage Data, other than the Personal Information incorporated therein. Chckup shall have the perpetual right to collect, aggregate, use, distribute and sell such Usage Data for any legal purpose, including without limitation for the purposes of providing services and improving the Subscription Service and Company’s products and services generally. Chckup may retain and use Usage Data permanently. To the extent such Usage Data contains any individually identifiable data or Personal Information, Chckup shall not sell or otherwise provide such Usage Data to any third party unless the data been anonymized (e.g., no name or address attached to the particular data) and/or aggregated with other users’ data, so that it is not identifiable as to any particular person. Notwithstanding the foregoing, Chckup may share Usage Data in its original form as necessary or appropriate to provide services to Customer (for example, using a third party to process payments) or to comply with legal obligations.
Fees. (a) Fees. Access to the Subscription Service for Customer and its Users is subject to timely payment of the fees specified in the applicable Order(s) plus any applicable taxes (the “Fees”). Standard support and maintenance services for the Subscription Service, as described in Section 4(a), are included as part of such Fees at no additional charge. To determine taxes and fees, we use the address for the end-user location, which we consider to be the place of Primary Use (“PPU”). This location may be different from the billing address we have on record, and it is your responsibility to contact Chckup to provide the address of the correct PPU. (b) Payment Terms. • The Payment and Cancellation Policy terms set forth at chckup.app/terms-of-service apply to these Terms, unless otherwise agreed in writing by the parties. • Payment of the Fees for all accounts are required to be registered to pay via credit or debit card. Unless otherwise specified in the applicable Order, payments are due in advance, at the beginning of each period of your annual or monthly subscription term, as set forth in the Payment and Cancellation Policy. You must be authorized to use the payment method that you enter when you create a billing account. You authorize us to charge you for the Fees for the Subscription Service, and any other products or services ordered by you, using your payment method and for any paid feature of the Subscription Service that you choose to sign up for or use while these Terms are in force, including all recurring fees. Also, we may charge you up to the amount you've approved plus applicable taxes, and we will notify you in advance of the difference for recurring fees. We may bill you simultaneously for more than one of your prior billing periods. • You must keep all information in your billing account current. You can access and modify your billing account information within the Subscription Service. You may change your credit/debit card and contact information at any time. If either your original or your new card does not work or has insufficient funds, we may cancel the Subscription Service; however, you are still responsible and liable to Chckup for the full contracted payment amounts. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. • By submitting your credit/debit card data to Chckup, you authorize Chckup to submit a financial transaction(s) to your issuing bank for settlement. You agree to contact Chckup in the event that you desire to cancel any recurring charge, at least thirty (30) days prior to the next billing cycle; provided that you may only cancel payments at the end of your contract term (annual or monthly), as set forth in the Payment and Cancellation Policy. Should you fail to contact Chckup, you agree to indemnify and hold Chckup harmless from any losses or damages that you suffer as a result of a recurring charge. If you think that there is an error on your account, including an incorrect amount or unauthorized transaction, you agree to contact Chckup prior to the next billing cycle. Upon proper notification, Chckup, in its sole discretion may issue a credit to your bank card. (c) Changes to Fees. We will notify you in advance, either through the Subscription Service or to the email address you have most recently provided to us, if we change the Fees for the Subscription Service. If the Order specifies a specific length of time and Fees for the Subscription Service, that price will remain in force for that specified period of time. After the initial term ends, if your account is renewed, your Subscription Service Fees will be charged at our then-current rates. If your Subscription Service account is on a periodic basis (for example, monthly) with no other specific term commitment, we will notify you of any change in the Fees at least thirty (30) days in advance. If you do not agree to these changes, you must cancel and stop using the Subscription Service by notification to Chckup at the contact information set forth at the end of these Terms (with cancellation confirmation from a Chckup representative) no later than fourteen (14) days prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise. If you cancel, your Subscription Service license ends at the end of your current service period or, if we bill your account on a period basis, at the end of the period in which you canceled. (d) Taxes and Other Charges. The Fees do not include taxes or third-party charges, such as data transmission charges and Internet access. Customer is responsible for all such charges and for all taxes and duties, other than taxes on Chckup’s net income. If Customer is a tax-exempt entity, Customer shall provide a tax-exemption certificate to Chckup. (e) Past Due Amounts. If any amounts owed by Customer are not paid on the due date, Chckup may, without limiting its other rights and remedies: (i) charge interest at the rate of 1% per month or the highest rate permitted by law, whichever is less, on the past due amounts; (ii) terminate these Terms under Section 7(b) and accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and/or (iii) suspend Customer’s and its Users’ access to the Subscription Service and turn off all shared links, until all outstanding amounts due are paid in full and have been processed by Chckup. If payment in full is not made, after ninety (90) days Customer’s and its Users’ accounts will be deactivated and all Customer Data will no longer be retrievable from the Subscription Service.Customer shall also be liable for all costs of collection, including reasonable attorney's fees, whether or not a suit is instituted. Customer is responsible for settling all outstanding balances in a timely manner and for maintaining updated billing information. (f) Integrated Plan Additional Policies & Cancellation. If you purchase the Subscription Service from a reseller or another third party , then you acknowledge and agree that such third party is responsible for keeping your account payments current and any failure to do so may result in cancellation of your access to the Subscription Service. You acknowledge and agree that such third party has the authority and ability to cancel your access to the Subscription Service. (g) Other. All amounts paid under these Terms are payable in U.S. dollars. All Orders are final and all payments are non-refundable, other than as expressly set forth in these Terms.
Term; Termination or Suspension. (a) Term and Renewal. These Terms will commence on the Effective Date and will continue for the initial term specified in the applicable Order(s) (the “Initial Term”). At the end of the Initial Term, these Terms will automatically renew for additional renewal terms (each a “Renewal Term”) at Chckup’s then-current rates or as otherwise agreed in writing by the parties, unless either party terminates or cancels these Terms by providing thirty (30) days prior written notice to the other party as set forth in the Payment and Cancellation Policy. The length of each Renewal Term depends upon Customer’s subscription plan and term and is set forth in the Cancellation Policy, unless otherwise specified in an Order. (b) Termination or Suspension for Cause. Either party will have the right to terminate these Terms and Customer’s account for cause at any time, upon written notice, in the event of (i) any material breach of these Terms by the other party, subject to thirty (30) days prior written notice and opportunity to cure such breach; or (ii) the other party’s dissolution, distribution of a substantial portion of its assets, or cessation of all or substantially all of its normal business affairs. Additionally, Chckup may temporarily suspend Customer’s and its Users’ access to the Subscription Service for any actual or suspected breach of these Terms, until the breach is resolved or termination occurs, as well as for system updates and maintenance. You acknowledge that if your access to the Subscription Service is suspended or terminated, you may no longer have access to the Customer Data that is stored in the Subscription Service. (c) Termination for Account Inactivity. Additionally, if your account is not currently subject to a prepaid subscription plan, Chckup in its discretion may terminate your account if: (i) you do not engage in any activity in your account within thirty (30) days after becoming a registered Customer or User, or (ii) you do not engage in any activity in your account for any period of one hundred twenty (120) days. In the event of such termination, any Customer Data you may have stored in the Subscription Service will be deleted. (d) Effect of Termination. Upon final termination of these Terms and the Transition Period, Customer will promptly pay all outstanding amounts owed to Chckup. Each party will promptly return to the other party all Confidential Information of the other party and delete any copies of such information or materials from its systems and files. Upon termination by Chckup, for reasons other than cause, or at your direction, you may request access to your Customer Data on the system, which we will make available for an additional fee. You must make such request with thirty (30) days following termination. Otherwise, any Customer Data you have stored with the Subscription Service may not be retrievable, and Chckup will have no obligation to maintain any data stored in your account. Sections 2(b), 2(d), 5, 6, 7(d), 8, 9, 12, 13, 16 and 17 will survive termination of these Terms.
Confidential Information. The party receiving any Confidential Information (i) shall not disclose such Confidential Information to any person, other than employees and independent contractors who have a need to know such information and who are obligated to keep such information confidential; or (ii) use such Confidential Information for any purpose, except as expressly permitted by these Terms. The receiving party shall give Confidential Information at least the same level of protection as it gives its own information of similar sensitivity, but not less than a reasonable level of protection. Confidentiality obligations shall survive any termination of these Terms.
Privacy and Security Relating to PHI and Personal Information. (a) Reasonable Safeguards. Chckup agrees to maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, including personal health information (“PHI”) and other personal information and data of Users, Customer’s patients, and other individuals (“Personal Information”). Chckup will not disclose or use PHI or Personal Information except (i) as set forth in these Terms, the Privacy Policy or the BAA, (ii) as compelled by law, (iii) as expressly permitted or instructed by Customer, or (iv) as reasonably necessary in order to provide the Subscription Service and other Services. (b) Business Associate Agreement. With respect to the PHI of Customer’s patients that is input by Customer, Users, patients, or patients’ guardians into the Subscription Service, or that Chckup otherwise has access to in connection with these Terms, the parties hereby agree to the terms of the BAA attached hereto as Exhibit A. In the event of a conflict between the BAA, these Terms or the Privacy Policy, the BAA will control with respect to PHI. (c) Privacy Policy. The Personal Information that Chckup obtains through Customer’s or Users’ use of the Subscription Service, Software, Services or any portion of the Website, whether through the registration process or otherwise, is governed by the Privacy Policy. The Privacy Policy sets forth Chckup’s policies and practices for collecting, using, maintaining, protecting and disclosing Personal Information. If a User does not agree with the Privacy Policy, the User may not use the Subscription Service, Software, Services or Website. Customer and Users also consent to Chckup’s communications and services as set forth in Section 10 below. (d) Processing in the U.S. The servers that host Chckup’ Subscription Service, Software, and Website are based in the United States of America and all content, information, and Personal Information provided through the Website will be received, processed and stored in the United States of America. Subject to compliance with any applicable privacy or other laws and regulations, Chckup reserves the right to store and process Customer Data (including Personal Information) outside of the United States, subject to thirty (30) days’ prior notice of any such change in the processing location. (g) Rights of Data Subjects. Chckup will comply with Users’ and patients’ requests in respect of the exercise of their rights with respect to their Personal Information under the Privacy Policy and applicable laws and regulations. Requests relating to PHI will be handled in accordance with the BAA. (e) De-Identified Data; Use for Analyses. Unless otherwise prohibited by applicable law, Chckup may de-identify PHI or Personal Information in accordance with the provisions of applicable law and use and disclose such De-identified Data for any legal purpose. Chckup owns all right, title and interest in and to De-identified Data. Chckup may also use PHI or Personal Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the Subscription Service makes available, in order to render these reports to you. Preparation of such analyses and reports may include the use of data aggregation services relating to your treatment and health care operations, which Chckup may perform using PHI and Personal Information. Such reporting will be done in a manner that does not make any disclosure of PHI or Personal Information that are prohibited by law. (h) Data Breach Notification. In the event of any breach of the security or confidentiality of Customer Data, Chckup will promptly inform Customer of the breach. Chckup and Customer will promptly coordinate regarding informing any affected Users or patients of the breach as required under applicable law. (i) Customer’s and Users’ Security Obligations. Customer and its Users must keep their accounts and passwords confidential and not authorize any third party to access or use the Subscription Service on their behalf, unless Chckup provides an approved mechanism for such use. Customer and its Users must contact Chckup right away if they suspect misuse of their account or any security breach in the Subscription Service. We provide functions that allow you to control who may access your Customer Data. If you enable the features that allow you to share your Customer Data with others, anyone you've shared content with (including the general public, in certain circumstances) may have access to your data. You will maintain appropriate security, protection and backup copies of the Customer Data through your system, which may include use of additional encryption technology to protect the Customer Data from unauthorized access. You must immediately notify Chckup in writing of any unauthorized use of any Customer Data, any account, or the Subscription Service that comes to your attention, and cooperate with and assist Chckup with respect to any such unauthorized use as Chckup may reasonably request. Chckup will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Customer Data. Customer and Users are responsible for all activities that take place with their Subscription Service accounts. Chckup will not be liable for any loss or damage arising from any unauthorized access to or use of an account. (j) User Accounts. If you are a User whose Subscription Service account was provided by your employer or another organization, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store content in your account. If you have individually registered to use the Subscription Service and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between Chckup and such organization and will be controlled by such organization.
Consent to Communications and Services. (a) Communications from Chckup. By registering with Chckup, you understand that Chckup may send you communications or data regarding the Subscription Service and other Services, including but not limited to (i) notices about your use of the Subscription Service, including any notices concerning violations of use, (ii) updates and Modifications to the Subscription Service, and (iii) promotional information and materials regarding Chckup's products and services, via email. Chckup will give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message. (b) Remote Log-in Services. In connection with the provision of technical support, training and other Services, you agree that Chckup may remotely log in to your computers, devices and systems for purposes of providing the support, training or other Services, including, without limitation, technical trouble shooting, answering questions, benchmarking and providing training to you or your personnel. Remote login may be conducted through the use of third party entities. You further agree that Chckup may also remotely log in at any time as necessary or appropriate to maintain our Services. (c) Log-off of Inactive Accounts; Spam Policies. Chckup reserves the right to log off accounts that are inactive for an extended period of time. In addition, Chckup may quarantine suspect messages. Chckup also may modify any domain and user settings with or without notice, including without limitation, altering settings so that spam or bulk email is denied, rather than being quarantined, to avoid space capacity issues which jeopardize the technical or economic viability of the Subscription Service, or the system used to implement the Subscription Service. (d) Access to Your System. You agree to keep your computers powered on during the Subscription Service runtimes that you specify. You must add Chckup or its third party affiliate to the “allowed” list of programs and ensure that your firewall and anti-virus software programs do not block us. Additionally, your practice management software must always be accessible by Chckup. It is your responsibility to contact Chckup if you are upgrading or changing your computer systems. (e) Access to Third Party Services. The Subscription Service may require you to give Chckup access to or require you to provide login information and password information for accounts or services you may have with third party providers that link to the Subscription Service. When you provide this information to Chckup or give Chckup access to these third party accounts, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give Chckup such access, login information and passwords. (f) Recording of Service Calls. Chckup may record calls between you and our agents regarding the Subscription Service (“Service Calls”) and in connection with the Subscription Service, incoming calls, on your behalf as a Service, from, among others, your prospective clients (the “Inbound Calls” and, collectively with Service Calls, “Call Recording”). You consent to Call Recording and acknowledge you are responsible for notifying your employees and agents who may be recorded in a Service Call or Inbound Call (the “Recorded Persons”) and complying with all applicable laws, rules and regulations regarding call recording and privacy. It is your sole responsibility to provide and/or obtain, and you covenant that you will provide and/or obtain, all notices and permissions relating to Recorded Persons as may be required by applicable laws and regulations. You acknowledge and agree that if you collect information from Recorded Persons that may be subject to a privilege (including, but not limited to, attorney-client or doctor-patient privilege), you assume the full risk of using a third party provider for Call Recording, including any preclusion of the application of such privilege with respect to information exchanged during the Call Recording with the Records Persons.
Customer’s Warranties. Customer represents and warrants to Chckup that: (a) Customer has full power and authority to enter into these Terms and make the agreements specified herein. (b) Customer shall not have any right or authority to make any representations or warranties on Chckup’s behalf, except as expressly approved in writing by Chckup; or to assume or create any obligations or responsibilities, express or implied, on behalf of Chckup; or to bind Chckup in any way; except as expressly set forth in these Terms. Chckup shall not be liable for any unauthorized representations or warranties made by Customer. (c) Customer Data will not violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights, and Customer will not transmit any such materials to Chckup. Customer has all the rights in the Customer Data necessary for Customer to use the Subscription Service and to grant the rights in these Terms; and the storage, use or transmission of the Customer Data pursuant to the terms of these Terms does not violate any laws or regulations or these Terms.
No Warranties; Disclaimers and Limitations of Liability. (a) DISCLAIMER OF WARRANTIES. THE SUBSCRIPTION SERVICE, Chckup MATERIALS, AND OTHER PRODUCTS AND SERVICES OF Chckup ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, Chckup IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SUBSCRIPTION SERVICE AND OTHER PRODUCTS AND SERVICES OF Chckup, AND Chckup AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO Chckup’S PRODUCTS AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER SUCH CLAIMS ARISE BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. CHCKUP AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SUBSCRIPTION SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND THEIR CONTROL. (b) AGREEMENTS WITH PATIENTS AND OTHERS. CHCKUP EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY HAVE WITH YOUR PATIENTS, EMPLOYER, CONSUMERS OR WEBSITE USERS. YOU WILL BE SOLELY RESPONSIBLE FOR THE PRODUCTS AND SERVICES THAT YOU PROVIDE. (c) Third Party Software, Websites and Services. Chckup is not liable for any damages or claims arising out of or related to Third Party Software. Open source copyright holders have no liability to Customer for any reason. If you decide to access or use any third party websites or services linked to the Subscription Service or our Website, you do this entirely at your own risk. Chckup is not responsible or liable for any third party websites, content, or services. (d) COMPLIANCE WITH LAWS. CHCKUP OFFERS NO ASSURANCE THAT YOUR USE OF THE SUBSCRIPTION SERVICE UNDER THESE TERMS WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO YOU. Chckup AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SUBSCRIPTION SERVICE, ITS CONTENTS OR ANY OTHER CHCKUP MATERIALS ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SUBSCRIPTION SERVICE OR OTHER Chckup MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING WITH RESPECT TO EXPORT AND IMPORT, DATA PRIVACY AND SECURITY. (e) NO PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SUBSCRIPTION SERVICE ARE NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF TAX, LEGAL OR OTHER PROFESSIONALS. THE SUBSCRIPTION SERVICE DOES NOT PROVIDE TAX OR LEGAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH ADVICE. (f) Consumer Protections. In the event that the jurisdiction where the Subscription Service and other Chckup products or Services are received or used by you does not allow the exclusion of implied warranties or the limitation of liability for damages as set forth in this Section, Chckup’s liability will be limited to the greatest extent permitted by the applicable law in that jurisdiction. (g) Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Chckup, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT); (ii) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (iii) ANY LOSS OF DATA OR OTHER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SUBSCRIPTION SERVICE OR CHCKUP’S OPERATIONS. THIS LIMITATION APPLIES TO DAMAGES HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CHCKUP HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CHCKUP AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SUBSCRIPTION SERVICE AND THESE TERMS WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR FEES FOR THE SUBSCRIPTION SERVICE OR FIVE DOLLARS ($5.00). (h) GENERAL. THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION 12 APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
Indemnification. To the extent permitted by law, you will indemnify, defend and hold harmless Chckup, including its affiliates, officers, directors, agents, employees, contractors, licensors, and other business partners, from and against any claim, demand, judgment, liability, costs, expense (including attorney fees and costs), cost, loss, damage, or other liability arising from any third party demand or claim arising out of your breach or alleged breach of these Terms, any of the Customer Data uploaded or provided by you, the products and services that you or your company or organization provide, or your violation of any applicable law, rule, or regulation. This indemnity does not apply if the claim is based upon Chckup’s gross negligence or willful misconduct.
Publicity. Any press releases or other public statement regarding these Terms may be made only with the other party’s consent, which shall not be unreasonably withheld, except that a party may make public disclosures to the extent required by law, and Chckup is permitted to include Customer’s name on customer lists that may be posted on Chckup’s website or provided to potential customers and other third parties.
Assignment. You may not assign or transfer these Terms, your Subscription Service account, or any of your rights or duties hereunder to any third party without prior written consent of Chckup, which may not be unreasonably withheld. We may assign, transfer, or otherwise dispose our rights and obligations under these Terms, in whole or in part, at any time without notice.
Copyright Claims and Take-Down Policy. Chckup does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. We reserve the right to delete or disable any Customer Data or content that is alleged to infringe or otherwise violate these Terms, and to terminate repeat offenders. For notice of alleged copyright infringement, please contact us at the email and/or street address set forth at the end of these Terms for legal notices. Federal law requires your copyright infringement notice to include the following information: (i) identification of the copyrighted work that you claim has been infringed; (ii) identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it; (iii) your address, telephone number, and e-mail address; (iv) a statement declaring under penalty of perjury that (A) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (B) the above information in your notice is accurate, and (C) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and (v) your physical or electronic signature.
General. (a) Entire Agreement; Amendment. These Terms, including the Order(s), BAA, Privacy Policy and any other documents attached hereto or incorporated herein by reference, constitute the entire agreement between you and Chckup concerning the subject matter of these Terms, and supersede all prior or oral agreements or understandings with respect thereto. Any preprinted terms in a purchase order submitted by Customer are expressly agreed to be of no force or effect. These Terms may not be amended except by a writing signed by authorized representatives of both parties. (b) No Waiver. Any waiver by either party of a default or obligation under these Terms will be effective only if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under these Terms or to insist on strict compliance by the other party will constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance. (c) Choice of Law and Jurisdiction. These Terms shall be construed in accordance with the laws of the State of Louisiana, excluding conflicts of laws provisions. Should any dispute arise concerning these Terms and/or Chckup’s products or services, venue shall be laid in East Baton Rouge, Louisiana, Louisiana state and federal courts shall have exclusive jurisdiction over any such dispute, and the parties hereby consent to the jurisdiction and venue of such courts. The parties specifically exclude from any application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Notwithstanding the foregoing, and solely to the extent required by law, claims regarding personal data privacy and consumer protection may be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. (d) Severability. If any provision of these Terms is deemed invalid or unenforceable by a court or governmental authority, that provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remainder of these Terms shall remain in full force and effect. (e) Export Compliance. Customer may not use, export or re-export the Subscription Service, Software or other Chckup Materials in any form in violation of U.S. export laws and regulations, or without first obtaining the appropriate United States and foreign government approvals. (f) Notices. We may send you, in electronic form, information relating to the Subscription Service, information relating to our other products and services, and information that the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Subscription Service or by posting such information on the Subscription Service portal. Notices emailed to you will be deemed given and received when the email is sent. You consent to receiving legal notices electronically in this manner. If you refuse or withdraw your consent to receive notices electronically, you must stop using the Subscription Service. You may provide legal notices to us at the email address specified at the end of these Terms, with a duplicate copy sent via registered or certified mail, return receipt requested, to Chckup’s street address set forth below. Any such notices must specifically reference that it is a notice given under these Terms. (g) Independent Contractors. The parties are independent contractors. Customer is not an agent of Chckup and will not represent to any third party that it is an employee or agent of Chckup. Customer shall have no authority to enter into any contract on behalf of Chckup or to make any representations or warranties on Chckup’s behalf to patients or any other third parties. (h) U.S. Government Restricted Rights. Any Software provided as part of the Subscription Service for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”) is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. (i) Injunctive Relief. You acknowledge that the Chckup’s intellectual property and Confidential Information is highly valuable to Chckup, that any breach of your obligations with respect to confidentiality and/or use of Chckup’s intellectual property, including any breach by you of any restrictions on use of the Subscription Service or the scope of the licenses granted by Chckup herein, may severely damage Chckup, the extent of which damage would be difficult to ascertain and, therefore, that Chckup is entitled to seek, among other remedies, temporary and permanent injunctive relief and other equitable relief for any such breach, without the necessity of posting bond or other security, to the extent permitted by law. (j) Time to File Claims. You must bring any claim related to these Terms or the Subscription Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. (k) Force Majeure. Chckup shall be excused from and shall not be liable for any delays or failure to perform its duties to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its reasonable control. (l) Electronic Signature. Where either party draws, types or attaches its signature or any other text, symbol or image in a box or space associated with any contract or form provided by Chckup, such party is agreeing to be legally bound by the terms and conditions of that contract or form. Such action constitutes an “Electronic Signature,” which shall have the same force and effect as an original signature. No third party certification or verification is necessary to validate an Electronic Signature. (m) Chckup Contact Information.
Chckup, Inc.
8000 Innovation Park Drive
Baton Rouge, LA 70820
Technical Support: support@chckup.app or +1(225) 254-2494
Legal Notices (including privacy matters): teamchckup@gmail.com (with a copy to Chckup’s street address, Attention: Legal Operations)
© 2024 Chckup, Inc.
8000 Innovation Park Dr Suite 116 Baton Rouge, LA 70820