The www.guidingpatients.com website is owned and operated by GuidingPatients, Inc., a Delaware corporation doing business as GuidingPatients, together with its affiliates, subsidiaries and partners (“GuidingPatients”, “we”, “our”, or “us”). This Facility Terms of Service Agreement (“Agreement” or “Terms”) is intended to make the Facility (“Facility” or “you”) aware of the terms and conditions of your use of our website(s) and any mobile applications we have and the content there (the “Site”), the Platform, and the products and services offered through the Site (collectively, the “Services”). This Agreement applies to any Sites where this Agreement is referenced or linked to. We reserve the right to update and modify these Terms at any time without prior notice. Any modifications to these Terms will be effective immediately upon posting of the updated Terms on the Site. Your continued use of our Service following a notice of updated Terms constitutes your acceptance to be bound by any changes. We collect, store, and use personal data collected from you in accordance with our Privacy Policy, which is incorporated into this Agreement by reference.

PLEASE READ THIS AGREEMENT CAREFULLY. FACILITY’S USE OF OUR SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 10 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 10 OF THIS AGREEMENT FOR MORE INFORMATION.

BY CREATING, REGISTERING, USING OR ACCESSING A FACILITY PROFILE OR OUR SERVICES, POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITE OR SERVICES, OR MANIFESTING YOUR ASSENT TO THESE TERMS OF SERVICE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO BE BOUND BY, AND SHALL BE SUBJECT TO, THESE TERMS OF SERVICE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT USE OR OTHERWISE ACCESS THE SITE OR SERVICES, CREATE, REGISTER OR ACCESS AN ACCOUNT OR POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITE OR SERVICES.

If you are an individual accepting on behalf of a Facility, you hereby represent and warrant that you have the authority to bind the Facility to the terms of this Agreement.

1. Services.

a. Our Services. We provide an online database of post-acute care facilities (the “Platform”). Our Platform is available to users who may be patients, or caregivers, friends, families or providers of patients (“Users”) searching for a post-acute care facility for a patient (a “Potential Resident”). Post-acute care facilities may register to be included on our Platform. While we currently do not require payment to be featured on our Platform, we reserve the right to revise our pricing policy in the future. If you are a User, please see the User Terms of Service.

b. Facility Profile. To be featured on our Platform, Facilities must complete a “Facility Profile,” which includes Facility related information (collectively, “Facility Information”), such as, but not limited to, (i) Facility name; (ii) areas of specialty; (iii) Facility address(es); (iv) Facility telephone number and other; (v) email address (when available); (vi) Facility participation in health plan networks; (vii) Facility’s acceptance of Potential Resident’s health plan members for health plan networks as new residents; (viii) identity verification-related information; and (ix) other data elements as reasonably requested. Facilities may also provide to us files, images, videos, communications, personalization settings and other information, including Facility Information (collectively, “Facility Content”). GuidingPatients makes no effort to review Facility Content for any purpose, including but not limited to your ownership of it or its accuracy, legality or non-infringement. We do not assume responsibility, and are not in any way liable, for the timeliness, accuracy, deletion, non-delivery or failure to store any Facility Content. Facility should always keep backup copies of any Facility Content.

c. Submission of Facility Content. Facility hereby grants to GuidingPatients a transferable, non-exclusive, sub-licensable, worldwide, perpetual, irrevocable, royalty-free, fully-paid up right to use, reproduce, modify, adapt, publish, display, distribute, aggregate, create derivative works or compilations of, and otherwise use Facility Content for the purposes of (i) providing, protecting and maintaining our Platform; (ii) performing our contractual obligations to Users; (iii) complying with law enforcement; and (iv) carrying out any other commercial purpose subject to applicable law. We reserve the right to add or remove Facility Content or GuidingPatients Content (defined below) from our Services at any time and for any reason without notification or liability to Facility. Under no circumstances we will be liable in any way for any Facility Content or for any loss or damage of any kind incurred as a result of the transmission of any of Facility Content through our Services. FACILITY REPRESENTS AND WARRANTS THAT ALL FACILITY CONTENT PROVIDE THROUGH OUR SERVICES, INCLUDING WITHOUT LIMITATION THE PLATFORM, WILL BE COMPLETE AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE. FACILITY SHALL EVALUATE AND BEAR ALL RISK RELATED TO ITS USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, FACILITY CONTENT PROVIDED ON BEHALF OF FACILITY ON OR THROUGH OUR SERVICES, INCLUDING WITHOUT LIMITATION OUR PLATFORM. THE RESULTS OF ANY ACTIONS TAKEN BASED ON FACILITY CONTENT OR OTHER INFORMATION FOUND ON OUR PLATFORM IS SOLELY YOUR RESPONSIBILITY.

d. Facility Content Restrictions. You may not upload, post, or transmit any Facility Content that: (i) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of us or any third party; (ii) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (iii) violates any applicable law, statute, ordinance, or regulation; (iv) puts GuidingPatients or our Services in jeopardy; or (v) any information that relates to the past, present, or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual. Providing any such information may be grounds for termination from use of our Services. We reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, or remove any and all Facility Content from our Services. We cannot and do not assume any responsibility for your use or misuse of Facility Content, or any other information transmitted, monitored, stored, or received while using our Platform. By providing Facility Content via our Site and Services, you understand and agree that you do so at your own risk.

e. Data Ownership. You hereby acknowledge and agree that as between Facility and GuidingPatients, GuidingPatients exclusively owns all right, title, and interest worldwide: (i) in the public and private data sources owned or licensed by GuidingPatients (the “GuidingPatients Data”), including any and all modifications, enhancements, improvements, transformations or derivative works thereof, and to all intellectual property rights worldwide thereto, and (ii) to all modifications, enhancements, improvements, transformations or derivative works created by or on behalf of GuidingPatients of Facility Content (“Facility Content Derivatives”) and to all intellectual property rights worldwide thereto. To the extent that Facility has or assert any rights in any Facility Content Derivatives arising out of, or related to Facility Content, Facility hereby irrevocably and in perpetuity assign to GuidingPatients all worldwide rights, title, and interest Facility may have therein.

f. Representations. Facility hereby represents and warrants that (i) the person executing this Agreement is authorized to do so and to bind Facility; (ii) all Facility Content submitted or confirmed to GuidingPatients is truthful, accurate and complete; (iii) it understands, acknowledges, and agrees that Facility Content that it submits or confirms may be used by Users to in the process of selecting an appropriate acute-care facility ;; (iv) it will comply with the terms and conditions of this Agreement and any other agreement to which it is subject that is related to its use of our Services, our Platform, your Content and Facility Content, or any part thereof; (v) if applicable, it has provided and will maintain accurate and complete information with us, including, without limitation, entity name, physical and email address(es), and any other information we may reasonably require; (vi) its access to and use of our Services or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which it are subject; (vii) it will immediately notify GuidingPatients in the event that it learns or suspects that the information provided to us has been changed or modified; (viii) it will not use our Services in order to gain competitive intelligence about us, our Site or Platform, or any product or service offered via our Services or to otherwise compete with us; and (xi) all Facility Content does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party. Further, Facility represents and warrants that it is solely responsible for evaluating, accepting or declining, and caring for all residents, including, without limitation, ensuring that their staff are appropriately qualified, current on education, and possess the necessary facilities, resources, and equipment to competently provide the services and care required by its residents. Each Facility is responsible for the conditions at its community and the training of and acts and omissions of its directors, employees, contractors, vendors, and any other individual who works at or for a Facility. In no event will GuidingPatients be liable for any conditions of any Facility or for any act or omission by a Facility or any of its directors, employees, contractors, vendors or other individuals associated with or working for a Facility.

g. Updates/Modifications. We may discontinue or alter any aspect of our Services, including without limitation the Platform, change the user experience and add new user functionality and applications, restrict the time our Services are available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to Facility. We may also install bug fixes, updates, patches, and other upgrades to our Services without prior notice or liability to Facility. Facility’s only remedy is to discontinue using our Services if Facility does not want a modification we make to our Services.

h. No Support. GuidingPatients has no obligation to Facility to provide any support or maintenance in connection with the Services, including without limitation, the Site or Platform.

i. Restrictions. Facility’s use of and access to our Services are granted on a temporary basis only, and we may revoke Facility’s access to our Services at any time. Facility, or its authorized users, may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of this Site in any way; (ii) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which this Site is based; (iii) use this Site, our Platform, or any content therein to develop a competing service or product; (iv) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of this Site, servers, or networks connected to the Site or take any other action that interferes with any other person’s use of this Site or our Services; (v) decrypt, transfer, create Internet links to this Site, or “frame” or “mirror” this Site on any other server or wireless or Internet-based device; (vi) use or merge our Services or any component thereof with other software, databases, or Site not provided or approved by us; (vii) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to this Site; (viii) use our Services for unlawful purposes; (ix) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Services; (x) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Services for any reason; (xi) use any content made available through our Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (xii) introduce into our Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm this Site or our Services, or perform any such actions; (xiii) introduce into our Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of a unauthorized person; (xiv) delete, modify, hack, or attempt to change or alter this Site, our Platform or notices on this Site; (xv) connect to or access any GuidingPatients computer system or network other than our Service; or (xvi) impersonate any other person or entity to use or gain access to this Site. Any violation of the above may be grounds for termination of Facility’s right to access and use the Site and our Services. We reserve the right to take appropriate legal action, including but not limited to, referral to law enforcement, for any use that we deem in our sole discretion to be an illegal or unauthorized use of the Site. We will cooperate fully with any law enforcement agency or officials in the investigation of any user or Facility who violates these Terms.

2. Our Platform, Technology and Content.

a. Grant of License to Facility. On the condition that Facility complies with all obligations under this Agreement, and subject to additional terms of any third-party licenses applicable to third-party software included in our Services, including without limitation our Platform, we hereby grant to Facility a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access our Services for Facility’s own non-commercial use solely to enable Facility to submit, confirm, and otherwise attest to the Facility Content. We reserve all rights not otherwise expressly granted by this Agreement. If Facility does not comply with this Agreement, GuidingPatients reserves the right to revoke any license granted in this Agreement and limit your access to our Services. Any use of our Services that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of Facility’s right to access and use our Services.

b. Removal of Access. Access to our Services is provided on a temporary basis with no guarantee for future availability. GuidingPatients may immediately suspend or terminate access to our Services or any part thereof. Cause for such measures include, without limitation: (i) breach or violation of this Agreement or other incorporated agreements or guidelines; (ii) discontinuance or material modification to our operations; (iii) unexpected technical or security issues or problems; (iv) extended periods of inactivity; or (v) Facility’s engagement in fraudulent or illegal activities. We make take such measures in our sole discretion and without liability to Facility or any third party.

c. GuidingPatients Content. Our Platform may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “GuidingPatients Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws. You understand and agree that as between you and GuidingPatients, GuidingPatients owns the rights in any GuidingPatients Content as expressed in any form, media, or technologies existing now or developed in the future. Our Services, our Platform, the designs of each of the foregoing, and any other proprietary technology used in our Services (collectively, the “GuidingPatients Technology”) and any and all intellectual property rights worldwide in the foregoing, including all improvements, modifications, enhancements and derivative works thereof, shall at all times remain the exclusive property of GuidingPatients and/or its third-party licensors. Facility is not acquiring any rights in or to the GuidingPatients Technology other than a non-exclusive right to access and use our Services solely in accordance with the terms of this Agreement.

d. Links to Third Party Sites. Some parts of our Services (including, without limitation, our Site) may, from time to time, be supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Site, queries made through the Site, or other information. In connection with offers, the Site may provide links to other websites belonging to advertisers. We do not endorse, warrant or guarantee the products or services available through any third party offer (or any other third-party products or services advertised on or linked from our Site), whether or not sponsored, and we are not an agent or broker or otherwise responsible for the activities or policies of those websites. If you elect to use or purchase services or products from any third party or elect to provide, or grant access to, your information to any third party, you and your information are subject to their terms and conditions and privacy policy. We are not responsible for the products and services offered by any third party.

e. Feedback. Facility may provide us with any suggestions, ideas, feedback, recommendations, or similar information related to our Services, including without limitation our Platform, (collectively, “Feedback”), and if so, Facility grants us an exclusive, transferable, sublicensable, worldwide, royalty-free irrevocable license to use or incorporate such Feedback into our Services.

3. Prohibited Uses.

Facility is solely responsible for any and all acts and omissions that occur under your account, profile, or password. The Site and Services cannot be used (i) in a manner that will infringe the copyright, trademark, trade secret, patent, or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others; (ii) to transmit, distribute or store material that is defamatory, obscene, threatening, abusive or hateful; (iii) for any illegal purpose or manner that would subject us to liability; (iv) to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Sites, to restricted portions of the Sites, to Services, to or any other computer network or equipment; (v) to collect any information about other users, including but not limited to contact information of other users; (vi) to post, store or disseminate any type of computer viruses, Trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (vii) to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (viii) to gain competitive intelligence about us or to otherwise compete with us or our affiliates, resell or use the Sites or Services for the benefit of any other entity other than you or use the information in the Sites or Services to create or sell a similar product or information; (ix) modify, translate, alter, disassemble, decompile, manipulate, or reverse engineer any portion of the Site or Services; (x) to engage in any activity that, in our sole discretion, violates these Terms or any applicable laws or regulations. Further, Facility or its users may not (a) use any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Sites or Services (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Sites or Services); or (b) use anything intended to damage or interfere with the proper functioning of the Sites or Services and the systems to which they connect or do anything that interferes with any other person’s use of the Sites or Services including framing or otherwise simulating the appearance or functions of the Sites or any portion thereof.

4. Professional Disclaimers.

THE INFORMATION PROVIDED ON AND THROUGH OUR SERVICES ARE INTENDED FOR INFORMATIONAL PURPOSES ONLY AND NOT TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, CONSULTATION, DIAGNOSIS, OR TREATMENT. NO INFORMATION OR OTHER MATERIAL STATED, POSTED OR AVAILABLE THROUGH OUR SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING OUR SERVICES.

5. Warranty Disclaimers.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, OUR SERVICES, AND ALL FEATURES AND INFORMATION THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUIDINGPATIENTS AND OUR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS (THE “RELEASED PARTIES”) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITATION, GUIDINGPATIENTS MAKES NO WARRANTY THAT OUR SITE, SERVICES (INCLUDING WITHOUT LIMITATION THE PLATFORM) AND THE INFORMATION THEREIN WILL MEET YOUR EXPECTATIONS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, AVAILABLE 24/7 OR ERROR FREE, THAT THE INFORMATION OR RESULTS OBTAINED FROM SUCH WILL BE ACCURATE, COMPLETE, CURRENT OR RELIABLE, THAT DEFECTS IN THE FOREGOING WILL BE CORRECTED, OR THAT THE FOREGOING WILL BE VIRUS-FREE, OR THAT THE RESULTS OBTAINED FROM SUCH WILL MEET YOUR EXPECTATIONS.

ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT OR MATERIAL.

GUIDINGPATIENTS SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS OR RELATIONSHIPS YOU ENTER INTO WITH FACILITIES OR THIRD PARTIES. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN SUCH FACILITIES OR THIRD PARTIES.

6. Limitation of Liability.

a. Limitation of Liability. OUR TOTAL LIABILITY AND FACILITY’S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AUTHORIZED THIRD PARTIES, NOR ANY PROVIDER OF INFORMATION OR SERVICES WE USE IN PREPARING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

b. For California Residents. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST GUIDINGPATIENTS.

7. Indemnification.

To the fullest extent permitted by applicable law, Facility agrees to defend, indemnify and hold the Released Parties harmless from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (i) Facility’s access to, use, or misuse of our Site, Services, including without limitation the Platform, or any part thereof; (ii) Facility’s breach or alleged breach of these Terms; (iii) any Facility Content that Facility attests to or provides through our Services; (iv) Facility’s infringement or misappropriation of any intellectual property or other rights of ours or third parties; or (v) any negligence or willful misconduct by Facility.

Further, Facility agrees to defend, indemnify and hold the Released Parties harmless from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or relating to any acts or omissions of Facility, any of its directors, employees, contractors, vendors or other individuals associated with or working at Facility in connection with providing care services to Users or Potential Residents.

8. Term and Termination.

a. Term. This Agreement will remain in full force and effect until the earlier of: (i) the date which Facility ceases use of our Services; and (ii) the date we cease provision of the Services.

b. Termination. We may terminate or suspend Facility’s access to our Service (and/or any feature thereof) at any time, for any reason, without warning and in our sole discretion. Facility may terminate this agreement and its access to our Services by closing the Facility Profile or by emailing us at info@guidingpatients.com.

c. Effects of Termination. Upon termination pursuant to this Agreement, we may immediately remove all Facility Content or delete the Facility Profile, all related information and files associated with such Facility, and/or prohibit any further access to the Services by Facility. Further, we shall not be liable to Facility or any third party for any termination of Facility’s access to the Services.

9. Privacy Policy.

For information regarding our use of personal information, please review our current Privacy Policy, which is hereby incorporated into this Agreement by reference; any use of our Services constitutes your acceptance and agreement to be bound by our Privacy Policy.

10. Dispute Resolution; Governing Law.

a. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law provisions thereof. Any legal proceedings that arise under this Agreement shall be brought in Dallas County, Texas or, if applicable, the federal court located in Dallas County, Texas.

b. Arbitration. If any dispute occurs between Facility and GuidingPatients relating to our Services or the application, interpretation, implementation, or validity of these Terms, Facility and GuidingPatients agree to resolve the dispute through arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website (www.adr.org). The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The costs of the arbitrator shall be divided equally between Facility and GuidingPatients. Facility understands that it is agreeing to binding arbitration under this section, which gives up any constitutional rights to have a dispute determined by a court of law or by a jury and any right that it may have under to have a trial de novo by a court after nonbinding arbitration of a dispute concerning fees or costs; that discovery of information in arbitration may be limited; and that the arbitration decision will be final and binding, except to the limited extent that judicial review might be available.

c. Jury Waiver; No Class Action. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE FACILITY OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER FACILITY OR USER.

11. Miscellaneous.

a. Independent Contractors. The parties are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.

b. Waiver/Severability. No waiver of any term, provision or condition of this Agreement shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

c. Notice. Unless otherwise provided in this Agreement, all notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or email to either party’s last known post office, facsimile or email address, respectively.

d. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, earthquake, tornado, judicial or governmental action, pandemic/epidemic and any resulting governmental order, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

e. Survival. Any section, which by its nature is intended to survive any termination or expiration of this Agreement, shall survive such termination or expiration, including without limitation: 1e (Data Ownership), 1f (Representations), 1i (Restrictions), 2c (GuidingPatients Content), 2e (Feedback), 3 (Prohibited Uses), 4 (Professional Disclaimers), 5 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Indemnification), 10 (Dispute Resolution; Governing Law), and 11 (Miscellaneous).

f. Assignment. Facility shall not assign or transfer this Agreement or any rights or obligations under this Agreement. Any unauthorized assignment or transfer shall be void and constitutes ground for immediate termination of this Agreement by us. This Agreement binds and inures to the benefit of us and our respective permitted successors and permitted assigns.

g. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Services. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.

h. Contact. You may contact us at any time regarding these Terms or our Services at info@guidingpatients.com.