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Terms of Service
AdaCare Terms of Service Definitions "Terms of Service" or "Agreement" refers to these Terms of Service. "Neurosoftware," "we," "us," or "our" refers to Neurosoftware, LLC, a Florida corporation. Our address for any notices is: Neurosoftware, LLC, PO Box 2561, Suwanee, GA 30024, USA. "You" or "your" refers to the person, business, or other legal entity entering into this Agreement, including your employees or other representatives of your business. "AdaCare" includes all of the computer software, web pages, data, services, and technical support that are part of the AdaCare products and services. "Protected Health Information" and "Covered Entity" are defined by the Health Insurance Portability and Accountability Act of 1996 (U.S.) and regulations thereunder (HIPAA). Acceptance By clicking "I agree" on AdaCare's web site sign-up pages, you accept and agree to these terms. You may use AdaCare only if you have agreed to the terms. You must be of legal age to agree to the terms. If you are accepting these terms on behalf of your business or other legal entity, you are stating that you have authority to represent that business or entity and bind it to this Agreement. You shall not use AdaCare's website, unless you have signified your agreement to these Terms of Service. Right to Use AdaCare We hereby grant you a non-exclusive, non-transferable, worldwide right to use, and authorize the access and use of, AdaCare during the term of this Agreement and to the extent expressly set forth and upon the terms and conditions herein only for your own internal business purposes, which shall also include use by your subcontractors. You may use AdaCare under the terms of either a Free Trial Subscription or a Paid Subscription. Subscription features and fees are described in the subscription area of AdaCare's web site. A) Free Trial Subscription. We may offer a Free Trial Subscription to some persons or businesses for the purpose of testing, marketing, or other purposes at the sole discretion of Neurosoftware. You may be subscribed in a Free Trial Subscription only at the discretion of Neurosoftware. A Free Trial Subscription permits you to use AdaCare for a limited time at no charge. Not all features of AdaCare will be available to you under a Free Trial Subscription, and you may not enter Protected Health Information into AdaCare. We will have no obligation or duties to protect Protected Health Information during the Free Trial Period. At the end of your Free Trial Subscription we may erase all data you have entered into AdaCare and terminate this Agreement. B) Paid Subscription. A Paid Subscription permits you to use all available features of AdaCare for a monthly fee. If you are a Covered Entity, you and we agree to execute a HIPAA Business Associate Agreement that we will provide to you, and you agree to be bound by the terms of that Agreement. A Paid Subscription permits you, if you are a Covered Entity, to enter Protected Health Information into AdaCare. All information accepted during the Free Trial Period shall be presumed not to be Protected Health Information. You choose a Paid Subscription by either a) selecting that option on AdaCare's web page for subscriptions; or b) entering your credit card information on AdaCare's web page for payment information. You understand that you may convert your subscription to a Paid Subscription during or at the end of any Free Trial Subscription period. Confidentiality of Protected Health Information We will use our good faith diligent efforts to protect the privacy of Protected Health Information. We will not disclose these data to any outside party except as described in these Terms or as required by law. We may make statistical summaries publicly available, provided that no Protected Health Information is disclosed. You agree that we may disclose Protected Health Information to our employees, contractors, and vendors in the course of business and as permitted by law. Fees and Payments You agree to pay all fees and charges incurred in connection with your account, including applicable taxes and communications or access charges, at the rates in effect when the charges are incurred. Current fees are posted in the subscription area of AdaCare's web site. Fees and charges for the first month are prorated for partial months of service. Fees and charges are non- refundable. We may change subscription rates in the normal course of business. In that case, we will post the new fees on AdaCare's web site home page at least ten (10) days in advance. You are responsible for checking the web site's home page each day. You agree to enter your complete and accurate credit card, billing, and contact information on AdaCare's payment information pages. This information includes your legal company name, street address, email address, and name and telephone number of an authorized contact person. Fees will be charged automatically to your credit card at the beginning of your subscription and at the beginning of each following month. You expressly authorize us to charge your credit card for an amount equal to your current balance. If a) your credit card information changes, b) your credit card expires, or c) you are notified by us of an unsuccessful attempt by us to charge your credit card information for your balance due, then you agree to update your account with valid credit card information within five (5) days. If you revoke your credit card authorization, then such revocation shall result in immediate termination of this Agreement. If you believe your invoice is incorrect, you must contact us in writing within thirty (30) days of the billing date of the amount in question to be eligible to receive an appropriate adjustment or credit. You agree not to withhold payment on any charges while we review your request for an adjustment or credit. If we issue an adjustment or credit that exceeds the current balance on your account, then we will refund the difference to you within thirty (30) days. We reserve the right to suspend your access to AdaCare if we do not receive full payment from you within seven (7) days of the billing date. Delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, and such interest will begin to accrue from the billing date. You will be charged for service during any period of suspension. If we do not receive full payment from you within thirty (30) days of the date a payment is due, such nonpayment by you will result in immediate termination of your access to AdaCare. If either party terminates this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the terms of this Agreement. Your Obligations You are responsible for all activity occurring under your accounts and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of AdaCare, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: a) notify us immediately of any unauthorized use of any password or account or any other known breach of security; b) restrict access and use of AdaCare by unauthorized users; and c) not impersonate another user or provide false identity information to gain access to AdaCare. We restrict access to AdaCare by user IDs and passwords. You are responsible for issuing user ID and password information to your employees and representatives, and you are entirely responsible for any activity or charges incurred under your user accounts. You are responsible for keeping your user IDs and passwords confidential, for ensuring that users are limited to appropriate access roles, and for removing access when employees or representatives are terminated or should no longer have access. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of all data you provide to AdaCare, and we are not responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of these data. Proprietary Rights You acknowledge and agree that we own all worldwide right, title and interest, including all related intellectual property rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) in and to the AdaCare name, logo, technology, modifications, updates, copies, customizations, derivative works, or translations thereto, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to AdaCare. This Agreement is not a sale and does not convey to you any rights of ownership in or related to AdaCare, the AdaCare technology or the intellectual property rights owned by us. You acknowledge that AdaCare may contain information that is designated confidential by us and that you shall not disclose such information without our prior written consent. You may not (or permit anyone else to) copy, modify, decompile, disassemble, reverse engineer, create a derivative work of, or attempt to obtain a copy of, any part of AdaCare. Unless you have agreed otherwise in writing with us, nothing in the Agreement gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You agree that you will not remove, obscure, or alter any proprietary rights notices (including logos, copyright and trademark notices) that may be affixed to, contained within, printed, or displayed by AdaCare. Unless you have been expressly authorized to do so in writing by us, you agree that in using AdaCare, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. Some portions of the software incorporated into AdaCare may be licensed from third parties for use in AdaCare. Term and Termination This Agreement is effective upon your acceptance. The Agreement will continue until terminated by either you or us as set out below. Either you or we may terminate this Agreement at any time, with or without cause. If you want to terminate this Agreement, you may do so by a) canceling your service on AdaCare's web pages where we have made this option available, or b) delivering written notice to our address as listed in the Definitions. We may discontinue or change AdaCare, or its availability to you, at any time, with or without notice. We reserve the right to change the terms of this Agreement by providing notice in AdaCare or, at our option, directly to you by electronic mail or conventional mail. Using AdaCare after any changes to the terms have been posted shall conclusively imply that you have accepted those changes. Upon termination of this Agreement, all of the legal rights, obligations and liabilities that are expressly stated to continue indefinitely, shall be unaffected by such termination. Warranty WE PROVIDE NO WARRANTIES. WE DO NOT WARRANT OR REPRESENT AND SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY, OR THAT YOUR USE OF ADACARE SHALL BE UNINTERRUPTED OR ERROR-FREE OR IMMUNE FROM FRAUDULENT INTRUSION AND/OR UNAUTHORIZED USE OR DISCLOSURE. WE ASSUME NO RESPONSIBILITY FOR ASSURING THE PROPER AND LAWFUL USE OF ADACARE BY YOU. WE MAKE NO WARRANTIES, AND SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH ADACARE. WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE DELETION, LOSS, FAILURE TO STORE OR TO STORE PROPERLY, DELIVERY, FAILURE TO DELIVER OR TIMELY DELIVERY OF YOUR DATA. YOU ASSUME THE ENTIRE RISK IN DOWNLOADING OR ACCESSING ANY SOFTWARE, DATA, FILES OR OTHER MATERIALS OBTAINED FROM US OR THIRD PARTIES AS PART OF ADACARE. ADACARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. WE DO NOT GUARANTEE THAT ADACARE WILL MEET YOUR REQUIREMENTS, AND WE DISCLAIM ANY WARRANTY OR REPRESENTATION THAT ADACARE WILL SUCCESSFULLY ACCOMPLISH THE SPECIFIC OBJECTIVES DESIRED BY YOU. ADACARE IS NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION IN WHICH THE FAILURE OF ADACARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR PHYSICAL INJURY OR PROPERTY DAMAGE. WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS OR SUITABILITY FOR SUCH APPLICATIONS. BECAUSE ADACARE IS BEING PROVIDED TO YOU "AS AVAILABLE", YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF ADACARE OR ITS WEBSITE OR YOUR ABILITY TO ACCESS IT. WE ALSO ASSUME NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO OR VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING OF THE ADACARE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITE. Monitoring ALTHOUGH ADACARE MAY, FROM TIME TO TIME, MONITOR OR REVIEW DISCUSSIONS, CHATS, POSTINGS, TRANSMISSIONS, BULLETIN BOARDS, AND THE LIKE ON THE WEBSITE, ADACARE IS UNDER NO OBLIGATION TO DO SO AND ASSUMES NO RESPONSIBILITY OR LIABILITY ARISING FROM THE CONTENT OF ANY SUCH LOCATIONS NOR FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, OR INACCURACY CONTAINED IN ANY INFORMATION CONTAINED WITHIN SUCH LOCATIONS ON THE WEBSITE. YOU ARE PROHIBITED FROM POSTING OR TRANSMITTING ANY UNLAWFUL, THREATENING, LIBELOUS, DEFAMATORY, OBSCENE, SCANDALOUS, INFLAMMATORY, PORNOGRAPHIC, OR PROFANE MATERIALS, OR ANY MATERIAL THAT COULD CONSTITUTE OR ENCOURAGE CONDUCT THAT WOULD BE CONSIDERED A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY LAW. ADACARE WILL FULLY COOPERATE WITH ANY LAW ENFORCEMENT AUTHORITIES OR COURT ORDER REQUESTING OR DIRECTING ADACARE TO DISCLOSE THE IDENTITY OF ANYONE POSTING ANY SUCH INFORMATION OR MATERIALS. Liability YOU AGREE THAT WE SHALL HAVE NO LIABILITY RELATED TO YOUR USE OF ADACARE. IN NO EVENT SHALL WE NOR ANY OF OUR AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE BY YOU FOR ADACARE IN THE TWELVE (12) MONTHS PRIOR TO INCURRING THE DIRECT DAMAGES, OR, IF NO FEE WAS PAID OR CHARGED, THE SUM OF $100.00. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE NOR ANY OF OUR AFFILIATES OR AGENTS BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOST PROFITS, INTERRUPTION OF SERVICE OR LOSS OF DATA, WHETHER IN ANY ACTION OR CLAIM INCLUDING BUT NOT LIMITED TO CLAIMS FOR NEGLIGENCE, BREACH OF CONTRACT, OR TORT, OR IN ANY WAY CONNECTED WITH USE OF ADACARE, THE INABILITY TO ACCESS ADACARE OR USE OF ANY MATERIAL, INFORMATION OR SERVICES, OR PRODUCTS, CONTAINED ON, OR OBTAINED THROUGH ADACARE. Disclaimer of Medical Liability You understand and agree that AdaCare is intended to assist you with day-to-day business operations and may provide general information regarding home health or other healthcare topics. We do not practice medicine or offer medical advice or provide medical service. AdaCare should not be used for medical diagnosis or treatment, or to suggest a course of treatment or other medical activity. Reports, web pages, or other information presented by AdaCare should not be used for making decisions regarding medical, legal, financial, or other issues. Any such decisions should be made with the advice of an appropriately qualified and licensed professional. RELIANCE ON ANY INFORMATION IN ADACARE IS AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, DRUG AND DEVICE APPLICATION OR OTHER INFORMATION, SERVICES, OR PRODUCTS THAT YOU OBTAIN THROUGH ADACARE. Indemnification You agree to indemnify, defend, and hold harmless Neurosoftware, its officers, directors, employees, agents, licensors, suppliers, and affiliates with respect to any and all claims, demands, damages, costs and expenses, including reasonable attorneys' fees and litigation expenses, arising out of or as a result of your breach of the representations, warranties, obligations, covenants or agreements herein, or from legal proceedings threatened or instituted against Neurosoftware, its officers, directors, employees, agents, licensors, suppliers, and affiliates, as a result of any claims by third persons or entities against any of them arising from: a) any claim brought against us by any third party, which claim arises out of your use of AdaCare, b) any breach by you of this Agreement, or c) any unauthorized use or distribution or redistribution of AdaCare services provided or delivered by us in connection with this Agreement. Links to Other Web Sites AdaCare contains links to third party web sites. We provide these links solely as a convenience to you and not as an endorsement by us of the contents of such third-party web sites. We are not responsible for the content of linked third-party sites and we do not make any representations regarding the content or accuracy of materials on such web sites. If you decide to access linked third-party web sites, you do so at your own risk. Miscellaneous This Agreement is the entire agreement between the parties and supersedes all prior negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Except for our reservation of our right, as provided in this Agreement, to modify certain terms and conditions of this Agreement, any amendment, change or modification shall be in writing and signed by both parties. Notice. We may give notice by means of a general notice on AdaCare, electronic mail to your electronic mail address on record in AdaCare, or by written communication sent by first class mail or pre-paid post to your address on record in AdaCare. You may give notice to us (such notice shall be deemed given when received by us) by letter delivered to our address in the Definitions. Either party may change their contact information provided that they give written notice to the other party stating the new information, or by updating this information on AdaCare's web site. Export Laws. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including but not limited to the Export Administration Act and the Arms Export Control Act, and not to transfer, by electronic transmission or otherwise, any materials or information derived from AdaCare to either a foreign national or a foreign destination in violation of such laws. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Florida, U.S.A., as applied to agreements entered into and wholly performed within Florida between Florida residents. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in Brevard County, State of Florida, and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding. Assignment. You may not assign this Agreement or any right or obligation hereunder, directly, indirectly, by operation of law or otherwise, without our prior written consent, and any attempt to do so will be void and of no force or effect. Any change of control of your business or other legal entity will be considered an assignment. This Agreement is freely assignable and/or transferable by us without your consent. This Agreement will be binding upon and inure to the benefit of the permitted successors and assigns of each party. No Waiver. Our failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Marketing. The parties agree that we have the right to use your name as our customer in our promotional, advertising and marketing materials and campaigns. Force Majeure. We shall not be responsible for any delays, errors, failures to perform, interruptions or disruptions in AdaCare for the time and to the extent such failure or delay is due to causes beyond our reasonable control, including, but not limited to, any act of Nature, labor dispute or disturbance, material shortage or rationing, fire, storm, tornado, tidal wave, vandalism, riot, explosion, power outage, earthquake, flood, civil disturbance, sabotage, act of war, act of terrorism, governmental action or regulation, communication or utility failure or casualty caused by any acts of Nature, strikes, lockouts, riots, acts of war, changes in law or regulations. Survival. The provisions of sections titled Fees and Payments, Confidentiality of Protected Health Information, Proprietary Rights, Term and Termination, Liability, Indemnification, Miscellaneous, and any payment obligations of either party shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement. (Revised 2021-03-01)