Terms & Conditions

Please read this Terms and Conditions Agreement (“Agreement”) carefully, which is a legal contract between you (“User”) and liveClinic, Inc. (“liveClinic”, “we”, or “us”). This Agreement sets out the terms and conditions upon which we allow you to use our websites located at https://www.liveclinic.com, https://myhealth.liveclinic.com, and any mobile applications associated therewith (collectively, the “Services”). By accessing or using the Sites, accessing or using any content, information, services, features or resources available or enabled via the Sites (collectively the “Services”), clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

Changes to this Agreement

Please note that this Agreement is subject to change by liveClinic in its sole discretion at any time. When changes are made, we will make a new copy of this Agreement available on the Sites. Any changes to the Agreement will be effective immediately for new Users and will be effective thirty (30) days after posting notice of such changes on the Sites for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Sites or thirty (30) days after dispatch of an e-mail notice to Registered Users. If you do not agree to any changes after receiving a notice of such changes, you shall stop using the Services. Your continued use of the Sites and/or Services constitutes your acceptance of such changes. Please regularly check the Sites to view the then-current Agreement.

Use of the Services.

liveClinic and its suppliers own all rights in the Services (other than User Content, created by users for each patients). The Services are protected by copyright and other intellectual property laws. Subject to this Agreement, liveClinic grants you a limited license to use the Services solely for you to provide healthcare services to your patients. Any future release, update or other addition to the Services shall be subject to this Agreement. liveClinic, its suppliers and service providers reserve all rights not granted in this Agreement.

Trademarks

liveClinic’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of liveClinic and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Restrictions on Use of Services

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not frame or use framing techniques to enclose any trademark, logo or Services (including images, text, page layout or form) of Thrive Global; (c) you shall not use any metatags or other “hidden text” using liveClinic’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Sites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services. Any unauthorized use of the Services terminates the licenses granted by Thrive Global pursuant to this Agreement.

Data Safety & Compliance

You will implement and maintain appropriate administrative, physical and technical safeguards to protect information. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your staff to transmit, store and process electronic health information through the use of liveClinic EHR Services.

You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Services, and you will take such action to mitigate the breach or suspected breach as liveClinic may direct, and will cooperate with us in investigating and mitigating the breach.

Payment

liveClinic charges you only for the services you used on a monthly subscription basis. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You also agree to pay all applicable taxes. You must provide liveClinic with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) in connection with your monthly subscription based on the usage of services. You will be charged based on number of encounters (in-person or telehealth consultations) you have created using liveClinic in a month. You will be charged on the first day of the month for the services used in prior month. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing us with your credit card number and associated payment information, you agree that we are authorized to immediately invoice your Account for all fees and charges due and payable to liveClinic hereunder and that no additional notice or consent is required. You agree to immediately notify liveClinc of any change in your billing address or the credit card used for payment hereunder. liveClinic reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.

Account Status

liveClinic reserves the right to terminate inactive and unpaid user accounts that is inactive for a continuous period of 60 days. We will provide prior notice for you to receive your data before the inactive account is terminated and data deleted. If a practice has at least one active user the practice will not be considered inactive and associated inactive users will not be deleted.

Beta Functionality

liveClinic may provide beta functionality to customers. If Customer is invited to access any beta features of the Service or a Customer accesses any beta features of the Service, Customer acknowledges that a) those features have not been made commercially available by liveClinic, b) those features may not operate properly, fully functional, c) those features may contain errors (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) liveClinic is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Service. These beta features are provided AS IS, with all faults. Customer assumes all risk arising from use of such features, including, without limitation, the risk of damage to Customer’s computer system or the corruption or loss of data.

Representations, Warranties
Customer acknowledges that access to the subscription services will be provided over various facilities and communications lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, “carrier lines”) owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond company’s control. Company assumes no liability for, or relating to, the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at customer’s risk and is subject to all applicable local, state, national, and international laws.

liveclinic is not responsible for unauthorized access to customer’s data, facilities or equipment by persons using the subscription services or for unauthorized access to, alteration, theft, corruption, loss or destruction of customer’s data files, programs, procedures, or information through the subscription services, whether by accident, fraudulent means or devices, or any other means. Customer is solely responsible for validating the accuracy of all output and reports, and for protecting customer’s data and programs from loss by implementing appropriate security measures. customer hereby waives any damages occasioned by lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error, operator error, equipment or software malfunction, security violations, or the use of third-party software. liveclinic is not responsible for the content of any information transmitted or received through our provision of the subscription services.
Indemnification

You agree to defend, indemnify and hold harmless liveClinic, its officers, directors, employees, suppliers, and affiliates, from and against any and all claims, demands, actions, proceedings, suits, liabilities, losses, damages, penalties, fines and expenses (including attorney’s fees and costs) arising out of or relating to your use of the Services, including without limitation any claims that you have used the Services in violation of another party’s rights, in violation of any law, or in violation of any provisions of the Terms of Service.

Termination

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to legal@liveclinic.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms of Service and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account.

Arbitration

Any controversy or claim arising out of or relating to the Terms of Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappeasable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, liveClinic may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Notices

All notices, requests, claims, demands, and other communications (each a “Notice”) under the Agreement shall be in writing and shall be given or made by delivery in person, by facsimile, by courier service, or by certified mail (postage prepaid, return receipt requested) to the respective Party at the following address set forth below or at such other address as such Party may hereafter notify the other Party in accordance with this Section. Each such Notice will be effective as follows: (a) as of the day transmitted by facsimile if receipt has been electronically confirmed; (b) as of the date emailed if receipt has been electronically confirmed or so long as a duplicate copy is contemporaneously provided by another Notice methodology set forth in this Section; (c) as of the date actually delivered if sent by a recognized commercial express delivery service that uses delivery tracking technology; (d) four (4) business days after the date actually deposited with the U.S. mail if sent postage-paid First Class; and (e) as of the date actually delivered if delivered by personal courier to the office location of the recipient during normal business hours.
liveClinic, Inc.
5151 California Ave #100
Irvine, CA 92617
Attention: Attn. Customer services