Terms & Agreements

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS BUSINESS ASSOCIATES AGREEMENT CAREFULLY. By using our Website, you agree to these Terms and Conditions of Use ("Terms & Conditions"). We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms & Conditions at any time. you should check these Terms & Conditions periodically for changes. By using this Website after we post any changes to these Terms & Conditions, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to these Terms & Conditions, you should not use our Website and, if applicable, you should arrange to cancel your registered user account or subscription with us.

1. Scope of Terms & Conditions. Unless we indicate otherwise, these Terms & Conditions apply to your use of the websites which are owned or operated by Journal 5000 LLC ("J5000") and our affiliates (collectively, "we," "us," or "our"), including, without limitation, this website and any other website that we may own or operate currently or in the future (collectively, our "Website"). For purposes of these Terms & Conditions, "affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, J5000, including, without limitation, 1623 LLC and its subsidiaries. The term "mental health professional" is used in this Agreement (Terms and Conditions) and on the Site to refer to a variety of mental health professionals including, but not limited to, psychiatrists, psychologists, marriage and family therapists, licensed clinical social workers, and mental health counselors.

2. Terms & Conditions - In General. By using this Website, you agree to be legally bound and to abide by these Terms & Conditions, just as if you had signed this agreement. If you do not comply with these Terms & Conditions at any time, we reserve the right, if applicable, to terminate your password, user account, and/or access to this Website (or any part thereof). In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website, including, but not limited to, (i) restricting the time the Website is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use the Website. you agree that any termination or cancellation of your access to, or use of, the Website may be effected without prior notice. If you do not abide by the provisions of these Terms & Conditions, except as we may otherwise provide from time to time, you agree that we may immediately deactivate your user account. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Websites. From time to time, we may supplement these Terms & Conditions with additional terms and conditions pertaining to specific content, functions or services ("Additional Terms"). Such Additional Terms may be placed on the Website to be viewed in connection with the specific content, activities, features or events and shall be identified as such. you understand and agree that such Additional Terms are hereby incorporated by reference into these Terms & Conditions.

3. Restrictions on Use of Materials. Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided hereon for your personal, noncommercial use, provided that you comply fully with the provisions of these Terms & Conditions. you acknowledge that this Website contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content provided by J5000 is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. Journal 5000 is the trade name and the registered trademark and service mark of Journal 5000 LLC. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. you may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content provided by J5000, in whole or in part. When Content created or provide by J5000 is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content created or provided by J5000 for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

4. Becoming a Registered User. you do not have to become a registered user to use this Website. However, if you do not register, you will be precluded from using certain products, offerings, features, or resources of our Website. If you elect to become a registered user of our Website, you agree to provide us with true, accurate and complete information about yourself ("Registered User Data"), and to maintain and promptly update the Registered User Data and any other information you provide to us, to keep it accurate. Without limiting any other provision of these Terms & Conditions, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account and refuse any and all current or future use of our Website (or any portion thereof). you agree not to assign, transfer or sublicense your rights as a registered user of this Website. you further agree not to register for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Website.

5. Privacy and Security. Our Website and Fee-Based Services are compliant with the Health Insurance Portability and Accountability Act ("HIPAA") and the Technology for Economic and Clinical Health Act (HITECH). For more information you should review our Privacy Policy which is incorporated into these Terms and Conditions by this reference. J5000 provides a secure site where confidentiality is protected. While these reasonable efforts are made to protect confidentiality, online therapy presents risks to confidentiality that are not typically present in face-to-face therapy. For instance, the possibility that others at the client's home or other location may have access to records of client/therapist communications cannot be ignored. MyTherapyNet.com utilizes SSL encryption for security and therapist/client communications are not stored in by the J5000's servers.

6. External Links to the Website. All links to the Site must be approved in writing by J5000, except that J5000 consents to links in which: (i) the link is a text-only link containing only the name "J5000"; (ii) the link "points" only to www.J5000.com and not to deeper pages; (iii) the link, when activated by a user, displays that page full-screen in a fully operable and navigable browser window and not within a "frame" on the linked website; and (iv) the appearance, position, and other aspects of the link may neither create the false appearance that an entity or its activities or products are associated with or sponsored by J5000 nor be such as to damage or dilute the goodwill associated with the name and trademarks of J5000 or its Affiliates. J5000 reserves the right to revoke this consent to link at any time in its sole discretion.

7. Links to Third Party Websites. As a convenience to you, J5000 or your healthcare provider may provide links to worldwide websites operated by other entities. If you use these sites, you will leave this Website and you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. This Agreement applies only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. you further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). you should direct any concerns with respect to any other website to that website's administrator or webmaster.

8. Disclaimers of Warranties. PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES: THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) ON THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. NEITHER J5000, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY PRODUCT, OFFERING, CONTENT AND MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS). NEITHER J5000, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

9. Medical Disclaimer and Limitation of Remedies. J5000 does not provide medical advice, professional diagnosis, opinion, treatment or services. This Website, the information referenced herein and the Fee-Based Products do not constitute an attempt to practice medicine. your use of the site does not establish a doctor-patient relationship between you or J5000. While the site attempts to be as accurate as possible, it should not be relied upon as being comprehensive or error-free. J5000 does not screen or qualify the medical care providers that utilize this Website or our Fee-Based Products. A healthcare provider's use of this Website or our Fee-Based Products should not be considered an endorsement, either direct or implied, by J5000 or its Affiliates. J5000 does not recommend or endorse any specific healthcare providers, techniques, tests, products, procedures, opinions, or other information that may be provided by any healthcare provider on this Website or through our Fee-Based Products. J5000 has no control over the advice, diagnosis, treatment, products or services provided by the healthcare providers through our Website or through our Fee-Based Products and accepts no responsibility for such advice, diagnosis, treatment, products or services. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR NEGLIGENCE, BREACH OF CONTRACT, DECEPTIVE TRADE PRACTICES, FRAUD, MEDICAL MALPRACTICE ASSOCIATED WITH OR ARRISING OUT OF YOUR USE OF THIS WEBSITE OR OUR FEE-BASED PRODUCTS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE, OR WITH ANY OF PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS WEBSITE AND THE FEE-BASED PRODUCTS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Information Provided By you. Any personally identifiable information you may provide to J5000 via this Site is protected our Privacy Policy.

11. Password and User Security. If you are a registered user of this Website, you are entirely responsible for maintaining the confidentiality of your password and user account information. you agree to notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's password. you are entirely responsible for any and all activities which occur under your user account. you agree to immediately notify us of any unauthorized use of your user account or any other breach of security known to you. In the event you misplace or forget your password, J5000 will send a new temporary password. However, your account will be in Lock-Down Mode and you will only be able to make new entries and will not be able to view any historical information. To re-activate your account, you must contact your healthcare provider who will facilitate the deactivation of the lock-down control with J5000's Customer Care. In the event facts arise which make J5000 suspicious of any online behavior, we may restrict online access to your account pending our investigation. you recognize that these measures are intended to safeguard your identity and your account and that further proof of identity may be required before online access is restored. J5000's system will automatically log you off from J5000 after 10 minutes of inactivity. This reduces the risk of others accessing your information from your unattended computer

12. Indemnity. You agree to indemnify, hold harmless and, at our option, defend us and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your use of this Website or our products or offerings (including, without limitation, the Fee-Based Products), your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity. This indemnity provision is intended to comply with the express negligence doctrine and includes any claims asserted by third parties against J5000 for J5000's own negligence.

13. Additional Disclosures. You shall provide your patients with further disclosures that may be required by the law in the state in which you practice. Even if no law requires specific disclosures, it is important that the patient be informed of basic information relating to you and to the nature of your practices. For instance, you should disclose the fee to be charged, the exceptions to confidentiality that may exist, your availability and what to do in case of an emergency, and whether or not you will work with minors. you may also disclose or the patient may request that you disclose, information relating to your education, training, experience and theoretical orientation.

14. J5000's Relationship With Mental Health Providers. All mental health professionals who practice therapy on the Website are required to provide proof of licensure or certification and liability insurance to MyTherapyNet.com before being granted the right to use the website and technology to conduct their private practice. However, you acknowledge that the Mental Health Professionals on the Website are not employees or agents of J5000 and J5000 assumes no responsibility for any act or omission of any Mental Health Professional.

15. Governing Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website (including, without limitation, the Fee-Based Products) or this Agreement shall be filed only in the state or federal courts located in Denton County in the State of Texas and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

16. Changes to Terms and Conditions. J5000 reserves the rights, at its sole discretion, to change, modify, add or remove any portion of this Agreement in whole or in part, at any time. Changes in this Agreement will be effective when notice of such change is posted. your continued use of the Website after any changes to this Agreement are posted will be considered acceptance of those changes. J5000 may terminate, change, suspend or discontinue any aspect of the J5000 Website, including the availability of any features of the Website, at any time. J5000 may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.

17. International Users and Choice of Law. This Website is controlled, operated and administered by J5000 from its offices within the United States of America. J5000 makes no representation that materials at this site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use the Website or export materials in violation of U. S. export laws and regulations. If you access this Website from a location outside of the United States, you are responsible for compliance with all local laws.

Miscellaneous Terms. In any action against us arising from the use of this Website (including, without limitation, the Fee-Based Products), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and Conditions together with the the Business Associates Agreement or Subscription Agreement (if applicable), are the entire agreement between you and us relating to the subject matter herein. In the event of any conflict between these Terms and Conditions and the Business Associates Agreement or Subscription Agreement (if applicable), the Business Associates Agreement or Subscription Agreement shall control. Any cause of action you may have with respect to your use of the Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and

BUSINESS ASSOCIATE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS BUSINESS ASSOCIATES AGREEMENT CAREFULLY. By using our Website and/or one of our online fee-based products or offerings, you agree to the terms and conditions set forth in this Business Associates Agreement (this "Agreement”).

WHEREAS, this Agreement is entered into by and between the you, the Covered Entity ("Covered Entity”) and Journal 5000 LLC ("J5000" or "Business Associate");

WHEREAS, J5000 may receive from, or create, receive, maintain or transmit on behalf of, Covered Entity certain Personally Identifiable Information ("PII”), in electronic form or otherwise, which includes but is not limited to Protected Heath Information ("PHI”) and Electronic Protected Health Information ("EPHI”), in connection with performing the Services ("Covered Entity's PII”); and

WHEREAS, as a condition precedent to J5000's provision of products, performance of services, or the entry of any other agreements with Covered Entity, the parties are entering into this Agreement to set forth certain standards for the protection of Covered Entity's PII and the implementation of appropriate safeguards for the protection of such information in compliance with applicable legal requirements;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the terms and conditions contained herein.

This Agreement shall commence on the first date that Covered Entity first utilizes the J5000 website and/or fee-based products and the obligations herein shall continue in effect so long as J5000 uses, discloses, creates or otherwise possesses any protected health information created or received on behalf of Covered Entity and until termination pursuant to the terms of this or the Subscription Agreement or all protected health information created or received by J5000 on behalf of Covered Entity is destroyed or returned to Covered Entity pursuant to Paragraph 15 herein.

Compliance with Privacy and Security Laws: (HIPAA)

J5000 hereby agrees to comply with all applicable confidentiality and security laws and requirements, including but not limited to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA”) as follows:

  1. Covered Entity and J5000 hereby agree that J5000 shall be permitted to use and/or disclose protected health information created or received on behalf of Covered Entity for the following purposes:
     
    a) Establish and maintaining Electronic Journaling Programs for Covered Entity.
    b) Establishing and maintaining Business Management Programs for Covered Entity.
    c) Introducing, maintaining, and programming Electronic Medical Record Systems for Covered Entity.
    d) Introducing, maintaining, and programming compatible Dictation Systems for Covered Entity.
     
  2. J5000 may use and disclose protected health information created or received by J5000 on behalf of Covered Entity if necessary for the proper management and administration of J5000 or to carry out legal responsibilities, provided that any disclosure is:

    a) Required by law, or
    b) J5000 obtains reasonable assurances from the person to whom the protected health information is disclosed that (i) the protected health information will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and (ii) J5000 will be notified of any instances of which the person is aware in which the confidentiality of the information is breached.
     
  3. J5000 agrees to implement Administrative, Physical and Technical Safeguards that reasonably and appropriately protect the Confidentiality, Integrity and Availability of EPHI that it receives from, or creates, receives, maintains or transmits on behalf of, Covered Entity.

  4. J5000 hereby agrees to maintain the security and privacy of all protected health information in a manner consistent with HIPPA and regulations hereunder, and all other applicable law.

  5. J5000 further agrees not to use or disclose protected health information except as expressly permitted by this Agreement, applicable law, or for the purpose of managing J5000's own internal business processes consistent with Paragraph 2 herein.

  6. J5000 shall not disclose protected health information to any member of its workforce unless J5000 has advised such employee of J5000's privacy and security obligations and policies under this Agreement, including the consequences for violation of such obligations. J5000 shall take appropriate disciplinary action against any member of its workforce who uses or discloses protected health information in violations of this Agreement and applicable law.

  7. J5000 shall not disclose protected health information created or received by J5000 on behalf of Covered Entity to a person, including any agent or subcontractor J5000 until such person agrees in writing to be bound by the provisions of the Agreement and applicable law.

  8. J5000 agrees to use appropriate safeguards to prevent use or disclosure of protected health information not permitted by this Agreement or applicable law.

  9. J5000 agrees to maintain a record of all disclosures of protected health information, including disclosures not made for the purposes of this Agreement. Such record shall include the date of the disclosure, the name and, if known, the address of the recipient of the protected health information, the name of the individual who is the subject of the protected health information, a brief description of the protected health information disclosed, and the purpose of the disclosure. J5000 shall make such record available to an individual who is the subject of such information or Covered Entity within five (5) working days of a request and shall include disclosures made on or after the date which is six (6) years prior to the request.

  10. J5000 agrees to report to Covered Entity any unauthorized use or disclosure of protected health information by J5000 or its workforce or subcontractors and the remedial action taken or proposed to be taken with respect to such use or disclosure.

  11. J5000 agrees to make its internal practices, books, and records relating to the use and disclosure of protected health information received from Covered Entity or created or received by J5000 on behalf of Covered Entity, available to the Secretary of the United States Department of Health and Human Services, for purposes of determining the Covered Entity's compliance with HIPAA.

  12. Within thirty (30) days of a written request by Covered Entity, J5000 shall allow a person who is the subject of protected health information, such person's legal representative, or Covered Entity to have access to and to copy such person's protected health information in the format requested by such person, legal representative, or practitioner unless it is not readily producible in such format, in which case it shall be produced in standard hard copy format.

  13. J5000 agrees to amend, pursuant to a request by Covered Entity, protected health information maintained and created or received by J5000, on behalf of the Practitioner. J5000 further agrees to complete such amendment within thirty (30) days of a written request by Covered Entity, and to make such amendment as directed by Covered Entity.

  14. In the event J5000 fails to perform the obligations under this Agreement, Covered Entity may, at its option, immediately discontinue providing protected health information to J5000.

  15. Agree that if J5000 breaches any of its privacy or security obligations, Covered Entity may terminate the Subscription Agreement unless such breach is cured within 10 days of its occurrence or notice from Covered Entity, whichever is earlier;

  16. Upon termination of this Agreement, J5000 shall return or destroy all protected health information received from Covered Entity, or created or received by J5000 on behalf of Health care Provider and that J5000 maintains in any form, and shall retain no copies of such information. If the parties mutually agree that return or destruction of protected health information is not feasible, J5000 shall continue to maintain the security and privacy of such protected health information in a manner consistent with the obligations of this Agreement and as required by applicable law, and shall limit further use of the information to those purposes that make the return or destruction of the information infeasible. The duties hereunder to maintain the security and privacy of protected health information shall survive the discontinuance of this Agreement.

Compliance with privacy and security laws: (HITECH Act)

The additional requirements of the HITECH Act relating to privacy and security that are made applicable to Covered Entity shall also be made applicable to J5000 and are hereby incorporated into this Agreement. J5000 agrees to comply with those HITECH Act requirements that are applicable to Covered Entity and will comply with all regulations issued by HHS to implement the HITECH Act, as of the date by which Business Associates are required to comply. With respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009, J5000 shall report to Covered Entity any such Breach of Unsecured PHI in accordance with 42 U.S.C. §17932(b) and its implementing regulations, as may be amended from time to time.

Definitions

For purposes of this Agreement, all capitalized terms used herein without definition and not defined in this Section II shall have the meanings set forth under HIPAA or the HITECH Act, as applicable.

  1. Electronic Protected Health Information or EPHI. "Electronic Protected Health Information” or "EPHI” means Protected Health Information that is transmitted by electronic media or maintained in electronic media.

  2. HIPAA. "HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, including the Privacy Rule and Security Rule, and guidance issued by the Secretary of the Department of Health and Human Services, all as amended from time to time.

  3. HITECH Act. "HITECH Act” means Subtitle D of the Health Information Technology for Economic and Clinical Health Act (as incorporated in Title XIII of the American Recovery and Reinvestment Act of 2009 and to be codified at 42 U.S.C. §17921-17954) and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services, all as amended from time to time.

  4. Information System. "Information System” means an interconnected set of information resources under the same direct management control that shares common functionality. A system normally includes hardware, software, information, data, applications, communications and people.

  5. Personally Identifiable Information or PII. "Personally Identifiable Information” or "PII” means any information that may be used, alone or in combination with other information which is linked or linkable to a specific individual, to distinguish or trace an individual's identity. PII includes but is not limited to PHI and EPHI. Examples of PII include but are not limited to a name, a maiden name or an alias (whether it be the first name and last name or first initial and last name), a date and place of birth, a mother's maiden name, address information such as a street address or an email address, a personal identification number such as a social security number, a passport number or an alien registration number, a government issued driver's license or identification number, an employer or taxpayer identification number, or a financial account or credit card number, personal characteristics such as photographic images (especially of the face or other distinguishing characteristics), unique biometric images, records or data such as fingerprints, handwriting, retina scans or iris images, voice prints and signatures, facial geometry, or other unique physical representations, unique electronic identification numbers, addresses or routing codes, or telecommunication identifying information or access devices (as defined in 18 U.S.C. 1029(e)).

  6. Privacy Rule. "Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information under HIPAA, as set forth under 45 C.F.R. parts 160 and 164, Subparts A and E.

  7. Protected Health Information or PHI. "Protected Health Information” or "PHI” means Individually Identifiable Health Information, as further defined in 45 C.F.R. §160.103.

  8. Security Incident. "Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an Information System.

  9. Security Rule. "Security Rule” means the Security Standards for the Protection of EPHI, as set forth under 45 C.F.R. parts 160 and 164, Subpart C.
Miscellaneous

  1. Termination. J5000 may terminate the Subscription Agreement if Covered Entity fails or refuses to enter into this Agreement or breaches any of its privacy or security obligations unless such breach is cured within five days of its occurrence or notice from J5000, whichever is earlier. If J5000 learns of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, HIPPA or HITECH, then J5000 will notify Covered Entity. With respect to such breach or violation, J5000 will: (i) take reasonable steps to cure such breach or end such violation, if possible; (ii) if such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, terminate its relationship with Covered Entity; or (iii) if such termination is not feasible, report the Covered Entity's breach or violation to the Secretary.

  2. Survival. The parties agree that the sections of the Subscription Agreement and this Agreement relating to privacy, security, and confidentiality will survive any expiration or termination of this Agreement and the Subscription Agreement.

  3. Third Party Rights. The parties further agree that nothing in this Agreement shall confer upon any person other than the parties and/or their agents or affiliates any rights, remedies, obligations, or liabilities whatsoever.

  4. Interpretation. Any ambiguity in this Agreement shall be resolved to permit the parties to comply with HIPAA, the HITECH Act, and all other applicable federal, state and local laws, rules and regulations.

  5. Indemnity. Covered Entity agrees to indemnity, protect and hold harmless J5000 from and any all liability resulting from or arising out of actions taken by or at the direction of Covered Entity.

  6. Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments and the recoupment of cost associated therewith. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HITECH Act and other applicable laws relating to the security or confidentiality of PII. The parties understand and agree that the price of services provided by J5000 may be increased if conforming its practices to data security guidance issued by DHHS imposes material costs on J5000. Upon request of a party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA, the HITECH Act and other applicable laws. J5000 may terminate the Subscription Agreement upon thirty (30) days written notice in the event (i) Covered Entity does not promptly enter into negotiations to amend this Agreement when requested by J5000 pursuant to this Section.

SUBSCRIPTION AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT RELATING TO YOUR USE OF OUR WEBSITE AND OUR FEE-BASED PRODUCTS AND OFFERINGS CAREFULLY. By using our Website and/or one of our online fee-based products or offerings (collectively, our "Fee-Based Products”), you agree to the terms and conditions set forth in this Subscription Agreement (this "Agreement”). We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes. By using this Website or our Fee-Based Products after we post any changes to this Agreement or otherwise notify you of such changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to this Agreement, you should not use our Website and/or our Fee-Based Products and you should arrange to cancel your registered user account or subscription with us, as applicable.

1. Scope of Agreement. Unless we indicate otherwise, this Agreement applies to your use of the websites which are owned or operated by Journal 5000 LLC ("J5000," "we," "us," or "our") and our affiliates, including, without limitation, this website and any other website that we may own or operate currently or in the future (collectively, our "Website"), and all of the Fee-Based Products that we may offer currently or in the future. For purposes of this Agreement, "affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, J5000, including, without limitation, 1623 LLC and its subsidiaries.

2. Use of this Website and Our Fee-Based Products. Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided hereon, and the Fee-Based Products that you subscribed to, provided that you comply fully with the provisions of this Agreement. You agree not to assign, transfer or sublicense your rights as a registered user of, or subscriber to, this Website and/or our Fee-Based Products. You understand that only you may use your user account and password, and that your subscription to our Fee-Based Products is only valid for your use and may not be shared with others. You agree to be financially responsible for all usage or activity of Fee-Based Products subscribed to by you. To subscribe to our Fee-Based Products, you represent that you are a United States citizen or resident with a valid United States mailing address.

By using this Website and/or our Fee-Based Products, you agree to be legally bound and to abide by this Agreement, just as if you had signed this Agreement. If you do not comply with this Agreement at any time, we reserve the right to cancel or terminate your password, user account, and/or access to this Website (or any part thereof) and/or our Fee-Based Products. In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website or our Fee-Based Products, including, but not limited to, (i) restricting the time the Website and/or a Fee-Based Product is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use the Website and/or any of our Fee-Based Products. You agree that any termination or cancellation of your access to, or use of, the Website and/or our Fee-Based Products may be effected without prior notice. If you do not abide by the terms of this Agreement, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, our Website (or part thereof) and/or our Fee-Based Products. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Website and/or our Fee-Based Products, except for a refund of any fees or charges prepaid by you with respect to our Fee-Based Products in accordance with paragraph 4 of this Agreement. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us pursuant to this provision or this Agreement, or any policies or practices by us in providing this Website or our Fee-Based Products, including without limitation any change in content or any change in the amount or type of fees or charges associated with the Fee-Based Products, is to cancel or terminate your subscription or registered user account, as applicable. From time to time, we may supplement this Agreement with additional terms and conditions pertaining to specific content, functions or services ("Additional Terms"). Such Additional Terms may be placed on the Website to be viewed in connection with the specific content, functions or services and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement.

3. Charges and Fees for Fee-Based Products. Certain portions, components, content and features of this Website are only available to individuals who purchase a subscription to one of our Fee-Based Products. As a subscriber to one of our Fee-Based Products, you agree as follows:
A. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the fixed and periodic charges and fees (including prepayment plan fees for multiple periods) set forth on this Website (such as the fixed Sign Up Fee and the recurring Monthly Fee), applicable taxes, and other charges and fees incurred in order to access our Fee-Based Products. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to you through a posting on this Website or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). We will automatically charge your credit card or other account at the start of the standard or multiple-period prepayment plan billing period and at the start of each renewal period, unless you terminate or cancel your subscription before the relevant renewal period begins. Except in the case of a multiple-period prepayment plan or if you were eligible for a discounted rate but are no longer eligible for that rate, the renewal charge will be the same as the prior period's charge, unless we notify you in advance at the time of sign up or prior to the beginning of the renewal period as described above. Each time you use our Fee-Based Products you reaffirm your agreement that we may charge your credit card (or other form of payment, if applicable). In the event we cannot charge your account, we reserve the right to terminate your access to our Fee-Based Products. If you purchased a multiple- period prepayment plan or you were eligible for a discounted rate but are no long eligible for that rate, your subscription will automatically be renewed at our standard subscription rates and for our standard period (usually monthly) at the start of the renewal period. If you wish to purchase another prepayment plan for multiple periods and we are currently offering prepayment plans at such time, you must notify us prior to the termination of your current prepayment plan.
B. In addition to the fees and charges set forth above, you are responsible for all charges and fees associated with connecting to our Website and our Fee-Based Products, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Fee-Based Products.
C. For purposes of your use of our Fee-Based Products including identification and billing, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process to our Fee-Based Products ("Subscription Data"), including your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date), and to allow us to share your Subscription Data with third parties for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Subscription Data and any other information you provide to us to keep it accurate. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of our Website (or any portion thereof) or any of our Fee-Based Products. You are obligated to check the "My Profile” feature of our Website to determine whether your Subscription Data is current and accurate, and, if not, to correct or update your Subscription Data including your billing information. You agree not to register or subscribe for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Website. If your registration or subscription is revoked for any reason, you agree not to register or subscribe again with our Website using another user name or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without any notice to you, or to exercise any other remedies available to us under this Subscription Agreement or by law.
D. You are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's password or credit card information. In the event of a breach of security by you, you will remain liable for any unauthorized use of your subscription until you update your Subscription Data. If your credit card expires, is canceled, is lost or is subject to use without your authorization, access the My Profile feature of this Website to update your Subscription Data. You are entirely responsible for any and all activities which occur under your user account. You are responsible for paying any amounts billed to your credit card by a third party which were not authorized by you.
E. Except for multiple- period prepayment plans, if we terminate your subscription to one of our Fee-Based Products prior to the end of the applicable period, you agree that all fees and charges assessed by us are nonrefundable. Nonrefundable fees include the Sign Up Fee, and the full Monthly Fee for any month (or portion thereof) elapsed (regardless of whether you logged onto our Website or used the Fee-Based Product during that month). If you subscribe to a prepayment plan for multiple periods (e.g, a 12-month or 18-month prepayment plan) and you decide to cancel during such prepayment period, we will refund you the difference, if any, between the amount you paid and the amount you would have incurred if you were subject to our standard pricing in effect during such time and not subject to our special pricing offered through any prepayment plan. If your cancellation of your subscription to one of our Fee-Based Products is due to our failure to comply with the terms of the Agreement of the Business Associate Agreement, with the exception of any fixed upfront fee (such as the Sign Up Fee), we will refund any unused portion of such period on a pro rata basis. If we cancel or terminate your subscription to one of our Fee-Based Products prior to the end of a period for which you have incurred a charge, due to your breach of this Agreement or your breach of the Business Associates Agreement, you agree that all fees and charges assessed by us are nonrefundable.

4. Cancellation of Subscription. Either you or J5000 may terminate or cancel your subscription to our Fee-Based Products at any time. You understand and agree that the cancellation or termination of your subscription is your sole right and remedy with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) any terms of this Agreement or our enforcement or application of this Agreement; (ii) any practice or policy of J5000, including our Terms and Conditions and Privacy Policy, or our enforcement or application of these policies; (iii) the content available through this Website or any change in content provided through the Website or on a Fee-Based Product; (iv) your ability to access and/or use our Website or any Fee-Based Product; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods; (v) violations of the Business Associates Agreement. Upon cancellation or termination of your subscription to our Fee-Based Products, we may immediately deactivate your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, our Website (or part thereof) and/or our Fee-Based Products, except as we may otherwise provide from time to time. You can cancel your subscription by contacting Customer Service or by such other means as we may provide from time to time. We will attempt to process all cancellation requests within 72 hours after we receive your request. If you cancel near the end of your billing period and are inadvertently charged for the next period's fee, contact Customer Service to have the charges reversed. If you use our Fee-Based Product during that next period, you will not be entitled to a refund. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect.

5. Privacy and Security. Our Website and Fee-Based Services are compliant with the Health Insurance Portability and Accountability Act ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act”). By using this Website and/or our Fee-Based Products, you agree to be legally bound and to abide by this the Business Associates Agreement, just as if you had signed the Agreement. You further agree to comply with all applicable provisions of HIPAA, the HITECH Act and all other applicable laws and regulations regarding patient privacy.

6. Restrictions on Use of Materials. You acknowledge that this Website contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials created or provided by J5000 (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content created or provided by J5000 is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. Journal 5000 is the trade name and the registered trademark and service mark of Journal 5000 LLC. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content created or provided by J5000, in whole or in part. When Content created or provided by J5000 is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content created or provided by J5000 or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

7. Community Standards and Conduct Guidelines. You acknowledge that all Content and all information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, journal entries, articles and other materials posted, emailed, or otherwise transmitted to or on this Website, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the "Postings"), are the sole responsibility of the person who made such Postings. This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to this Website. We do not control the Postings posted, or otherwise transmitted on our Website by others and, as such, we do not guarantee the accuracy, integrity or quality of such Postings. Although we have adopted community standards and conduct guidelines for the users of our Website (as described below), you understand that by using this Website, you may be exposed to Postings that are offensive or objectionable. Under no circumstances will we be liable in any way for any Postings (other than for Content developed by us or our affiliates), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted or otherwise transmitted to or through this Website.

You agree not to use this Website (including any Community Areas) to:
A.Upload post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion);
B.Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
C.Impersonate any person or entity, including, but not limited to, any user of this Website, a director, officer, employee, shareholder, agent or representative of J5000.com or our affiliates, or any other person or entity, or falsely state or otherwise misrepresent your affiliation with J5000, our affiliates or any other person or entity;
D.Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through this Website;
E.Upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
F.Upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
G.Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
H.Upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
I.Interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
J.Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
K.Stalk" or otherwise harass another user or employee of this Website;
L.Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Website, including user names or passwords; or
M.Access or attempt to access another user's account without his or her consent.

8. Links. This Agreement applies only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website's administrator or webmaster.

9. Disclaimers of Warranties. PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES: THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) ON THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. NEITHER J5000, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY PRODUCT, OFFERING, CONTENT AND MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS). NEITHER J5000, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

10. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); (B) THE USE OF ANY CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) ON THIS WEBSITE OR ANY WEBSITE OR WEBSITES LINKED TO THIS WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); OR (F) ANY OTHER MATTER RELATING TO THIS WEBSITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE, OR WITH ANY OF PROVISION OF THIS AGREEMENT,YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS WEBSITE AND THE FEE-BASED PRODUCTS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Indemnity. You agree to indemnify, hold harmless and, at our option, defend us and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your use of this Website or our products or offerings (including, without limitation, the Fee-Based Products), your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity. THIS INDEMNITY PROVISION IS INTENDED TO COMPLY WITH THE EXPRESS NEGLIGENCE DOCTRINE AND INCLUDES ANY CLAIMS ASSERTED BY THIRD PARTIES AGAINST J5000 FOR J500'S OWN NEGLIGENCE AND FOR CLAIMS ASSERTED BY YOUR PATIENTS OR CLIENTS.

12. Governing Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website (including, without limitation, the Fee-Based Products) or this Agreement shall be filed only in the state or federal courts located in Denton County in the State of Texas and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

13. Miscellaneous Terms. In any action against us arising from the use of this Website (including, without limitation, the Fee-Based Products), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees.. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the Terms and Conditions (if applicable), are the entire agreement between you and us relating to the subject matter herein. In the event of any conflict between this Agreement and the Terms and Conditions, this Agreement shall control. This Agreement may be modified only by our posting of changes to this Agreement on this Website, or by written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes. We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

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