THERAPIST CONSULTANTS, LLC
TERMS AND CONDITIONS
(last updated May 29, 2018)
IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, SINCE USING THIS WEBSITE AND THE SYSTEMS OF THERAPIST CONSULTANTS, LLC (“TC”) CREATES A BINDING LEGAL AGREEMENT. NO CHANGES BY YOU TO THESE TERMS AND CONDITIONS WILL BE ACCEPTED. TC MAY CHANGE, ADD OR REMOVE ANY PART OF THIS AGREEMENT AT ANY TIME. SUCH UPDATES WILL BE POSTED ON ANY APPLICABLE TC WEBSITE, ONLINE PORTAL, OR OTHERWISE MADE AVAILABLE TO YOU. IF ANY FUTURE UPDATES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE WEBSITE. YOUR CONTINUED USE OF THE WEBSITE, NOW OR FOLLOWING THE POSTING OF A REVISED VERSION OF THIS AGREEMENT, WILL INDICATE YOUR ACCEPTANCE OF THESE TERMS AND ANY SUCH REVISED VERSION.
You, on behalf of the TC client identified in TC’s records (“Client”), (i) acknowledge that you have read and understand these Terms and Conditions together with TC’s other written documentation of the Website (defined below) (collectively, this “Agreement”), (ii) agree to the terms of this Agreement and (iii) agree to the terms of any future versions of this Agreement that TC posts on the Website, applicable online portal or otherwise makes available to you. Client will not use the Website in a manner contrary to or in violation of any applicable federal, state, or local law, rule, or regulation. This Agreement will be effective as of the date Client first accesses the Website (the “Effective Date”). Client and TC are sometimes referred to in this Agreement separately as a “Party” or together as the “Parties.”
The information, including but not limited to, text, graphics, images and other material contained on the TC website (the “Website”) are provided for informational purposes only; it is not intended to provide nor does it constitute, medical, health, legal, financial or other professional advice.
- DISCLAIMERS. TC PROVIDES THE WEBSITE, PRODUCTS, AND SERVICES AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TC DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CLIENT WILL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE PRODUCTS AND SERVICES AND TC WILL HAVE NO LIABILITY THEREFOR. NO EMPLOYEE OR AGENT OF TC OR OF ANY TC PARTY IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. CLIENT SHALL BE RESPONSIBLE FOR ALL DECISIONS MADE AND ACTIONS TAKEN OR NOT TAKEN WITH RESPECT TO PATIENT CARE OR OTHERWISE, USING INFORMATION, WEBSITE, PRODUCTS, OR SERVICES PROVIDED BY TC. TC and its data providers and licensors cannot and do not accept any liability for delays, errors or omissions in the information provided by third party information providers.
- INDEMNIFICATION. CLIENT indemnifies and holds TC harmless from any and all claims, demands, liabilities, costs, damages, and causes of action of any nature whatsoever except to the extent any such claim is the result of the gross negligence or willful misconduct of TC.
- LIMITATION OF LIABILITY. TC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF GOODWILL, LOST PROFITS, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION DAMAGES, EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE AND EVEN IF TC SHOULD HAVE KNOWN SUCH DAMAGES TO BE POSSIBLE. TC’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT BE GREATER THAN AMOUNTS PAID BY CLIENT TO TC UNDER THIS AGREEMENT DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO TC’S LIABILITY. ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT WITHIN 12 MONTHS OF THE TERMINATION OF THIS AGREEMENT. CLIENT’S SOLE REMEDY FOR BREACH BY TC WILL BE A REFUND OF FEES PAID FOR THE PRODUCTS OR SERVICES IN QUESTION.
- COMMUNICATIONS. All legal notices under this Agreement will be in writing and will be deemed to have been duly given: (a) on the date of service if served personally on the Party hereto to whom notice is to be given; (b) on the day after delivery to Federal Express or similar overnight carrier or the Express Mail Service maintained by the United States Postal Service; or (c) on the fifth day after mailing, if mailed to the Party to whom such notice is to be given, by first class mail, postage prepaid and properly addressed, to the Party as follows: (i) if to TC: Therapist Consultants, LLC, 2165 Woodington Dr, Sedalia, Missouri 65301, Attention: Dr. Michael Perusich, and (ii) if to Client, to its account address on file with TC. Any Party may change its address for the purpose of this Section by giving the other Party written notice of its new address in the manner set forth above. Notwithstanding the foregoing, notice to the email addresses on file with TC may be used for routine correspondence to Client and TC’s email address for routine correspondence is [email protected].
- SURVIVAL. This provision and all provisions of this Agreement relating to proprietary rights, warranties, disclaimers, indemnification, and limitation of liability will survive the use of the Website and any purchase of products or services.
- INTERPRETATION. The section headings in this Agreement are for convenience only and do not control the interpretation of this Agreement.
- PUBLICITY. Neither Party will use the trademark, service mark, logo or other commercial or product designations of the other Party in any way, in print or electronic format or on a web or internet site, without the prior written consent of the other Party.
- APPLICABLE LAW; WAIVER OF TRIAL BY JURY. This Agreement will be governed by, and construed and adjudicated under, the laws of the State of Missouri without giving effect to any law or statutory provision which would require or permit the application of the laws of another jurisdiction. The Uniform Computer Information Transactions Act (UCITA) does not apply to this Agreement. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement will bring the legal action or proceeding in any court of the State of Missouri sitting in Kansas City. Each Party waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in any court of the State of Missouri sitting in Kansas City; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. The Parties irrevocably consent to service of process in the manner provided for giving notices under this Agreement pursuant to Section 4 above. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES. Each Party acknowledges it has received, or has had the opportunity to receive, the advice of competent legal counsel.
- SEVERABILITY. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision will be enforced to the extent it is declared to be legally enforceable, and the balance of this Agreement will remain in full force and effect.
- AMENDMENTS. No amendments or modifications to this Agreement made by Client will be valid or enforceable unless in writing and executed by the authorized representatives of Client and TC.
- WAIVER. A Party may not waive a right or remedy except pursuant to a writing executed by such Party. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the Parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.
- FORCE MAJEURE. Neither Party will be liable for failure or delay in performance of its obligations under this Agreement when such failure or delay is caused by events or causes beyond the control of such Party, including, without limitation, any of the following events: acts of God, extreme weather, natural calamities, labor strikes or unrest, terrorist attacks, government actions, power outages and disruptions in communication lines.
- NO THIRD-PARTY BENEFICIARIES. The Parties intend that this Agreement will not benefit or create a right or cause of action in or on behalf of any person or entity, other than the Parties.
- ENTIRE AGREEMENT. This Agreement, together with other terms that Client accepts, constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations or agreements between the Parties in connection with the subject matter hereof except as set forth in this Agreement. Neither Party will be bound nor liable to the other Party for any representation, warranty, promise, covenant or understanding made by any agent, employee or other person that is not embodied or referenced in this Agreement.