CREATED BY HUMANE ALLIANCE

Terms of Service

Date Last Revised: May 21st, 2015

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site located at Clinic HQ, as owned by Humane Alliance, a North Carolina non-profit and operated by New Urban Research, an Oregon corporation. By using ClinicHQ.org you agree to be bound by the terms and conditions of this Agreement and the Privacy and Security Policy.

  1. Accepting the Terms
  2. Privacy and your Personal Information
  3. Description of the Service
  4. Clinic HQ Offers and Third-Party Links
  5. Clinic Information to Third Parties
  6. Your Registration Information
  7. Your Use of the Service
  8. Clinic HQ’s Intellectual Property Rights
  9. Access and Interference
  10. Disclaimer of Representations and Warranties
  11. Limitations on Clinic HQ’s Liability
  12. Your Indemnification of Clinic HQ
  13. Ending your relationship with Clinic HQ
  14. Modifications
  15. Governing Law and Forum for Disputes
  16. Miscellaneous
1. Accepting the Terms

By using the information, tools, features and functionality located on ClinicHQ.org (together the “Service”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the ClinicHQ.org website) or you are a “Member” (which means that you setup as a user in the software and that you login to access ClinicHQ.org). The term “you” or “User” refers to a Visitor or a Member. The terms “we” and "us" refers to Clinic HQ called "Clinic HQ" and "ClinicHQ.org." If you wish to become a Member and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Clinic HQ.

If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

2. Privacy and your Personal Information

For information about Clinic HQ’s data protection practices, please read Clinic HQ’s Privacy and Security Policy, which is hereby incorporated into this Agreement. This policy explains how Clinic HQ treats your personal information when you access ClinicHQ.org and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

3. Description of the Service

The Service is a clinic management web based application that allows Members to use tools and functionality of the Service to manage your clinic, as well as store data related to operations of said clinic.

4. Clinic HQ Offers and Third-Party Links

Clinic HQ may present information relating to third party products or services (“Clinic HQ Offers”).

5. Clinic Information to Third Parties

Clinic HQ may provide limited data to third parties.

6. Your Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your Login, allows you to access the Service. That Login and password, together with any contact information you provide in written and/or verbal format.

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify Clinic HQ immediately at the email address - admin@ClinicHQ.org.

7. Your Use of the Service

Your right to access and use ClinicHQ.org and the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use ClinicHQ.org for lawful purposes.

In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

Your access and use of ClinicHQ.org may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of ClinicHQ.org or other actions that Clinic HQ, in its sole discretion, may elect to take.

You agree that Clinic HQ may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant Clinic HQ a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Clinic HQ in any way. Clinic HQ will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

Clinic HQ cannot always foresee or anticipate technical or other difficulties which may result in failure to provide timely data or loss of data, personalization settings or other service interruptions. Clinic HQ cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any data, communications or personalization settings.

8. Clinic HQ’s Intellectual Property Rights

The contents of ClinicHQ.org, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of ClinicHQ.org belong or are licensed to Clinic HQ or its software or content suppliers. Clinic HQ grants you the right to view and use ClinicHQ.org subject to these terms. You may download or print a copy of information provided on ClinicHQ.org for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from ClinicHQ.org in whole or in part for any other purpose is expressly prohibited without our prior written consent.

9. Access and Interference

You agree that you will not:

  1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor ClinicHQ.org or any portion of ClinicHQ.org, without Clinic HQ’s express written consent, which may be withheld in Clinic HQ’s sole discretion;
  2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search ClinicHQ.org, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
  3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of ClinicHQ.org or the Service; or
  4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of ClinicHQ.org or the Service.
10. Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH CLINICHQ.ORG OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. CLINIC HQ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF CLINICHQ.ORG OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

CLINIC HQ MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON CLINICHQ.ORG OR OF THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CLINIC HQ MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

11. Limitations on Clinic HQ’s Liability

CLINIC HQ SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO CLINICHQ.ORG, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF CLINIC HQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CLINIC HQ’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE ZERO ($0) DOLLARS.

12. Your Indemnification of Clinic HQ

You shall defend, indemnify and hold harmless Clinic HQ and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

13. Ending your relationship with Clinic HQ

This Agreement will continue to apply until terminated by either you or Clinic HQ. If you want to terminate your legal agreement with Clinic HQ, you may do so by closing your account for the Service by communicating in writing to admin@clinichq.org. Your account will be closed and your ability to log in deactivated immediately.

A "live" clinic will be setup on our servers. This clinic is separate from any training clinics setup at https://training.clinichq.org. Key personnel will be notified by email once your live clinic is setup. After your clinic is setup on our production server, no refunds will be issued.

Clinic HQ may at any time, terminate its legal agreement with you:

  1. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
  2. upon its own discretion for any reason whatsoever;
  3. if Clinic HQ in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
  4. immediately upon notice, to the e-mail address provided by you as part of your contact Information.
14. Modifications

Clinic HQ may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the ClinicHQ.org site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

15. Governing Law and Forum for Disputes

This Agreement, and your relationship with Clinic HQ under this Agreement, shall be governed by the laws of the State of Oregon without regard to its conflict or choice of law provisions. Any dispute with Clinic HQ, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Superior Court of Oregon within the county of Multnomah, Oregon, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Clinic HQ may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Clinic HQ is able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with Clinic HQ, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:

  1. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
  2. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

16. Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if Clinic HQ does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Clinic HQ has the benefit of under any applicable law), this will not be taken to be a formal waiver of Clinic HQ’s rights and that those rights or remedies will still be available to Clinic HQ.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and Clinic HQ regarding the subject matter of the same, and supersedes all other previous agreements.