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End user license agreement.

  1. Virtual Consult Platform. Pursuant to this Agreement, Client shall be granted a non-exclusive license to a Virtual Consult Platform (the “Service”), whereby the Client shall be able to receive patient information and provide virtual consulting services to prospective patients.
  2. Terms of Service. Client agrees to pay Clear Partnering Group the contract amount set on initial sign on a monthly basis (the “Recurring Payment”) for a period of six (6) to twelve (12) months (the “Term”) for access to the Service. Should client wish to terminate the Service, client shall give Service provider thirty (30) days written notice prior to the expiration of the Term, and such termination shall be effective no sooner than the completion of the Term. Should Client fail to give notice of termination, this Agreement shall automatically renew for a successive Term, and the provisions of this Agreement shall govern said successive Term. The Recurring Payment shall be made through an automated payment service of the Service Provider’s choosing, and Service Provider shall provide Client information regarding enrolling in said payment service.While Virtual Consult may convert patients on its own, ClearPG has the best results when Virtual Consult is integrated into your marketing or advertising plan. Virtual Consult requires consistent traffic to an office’s website or social media outlets in order to meet an average conversion rate. Otherwise stated, Virtual Consult requires patients to be presented with the opportunity to use it. Social media and website traffic will affect its usage rate. On average, Virtual Consult converts 1 patient for every 1,000 visits to a website organically. That number may increase by up to 4 times for any office which uses best practices to promote it on their website, explains what it is, and has a solid social media presence.  On average, offices are seeing one Virtual Consult case per week and converting close to $23,000 of production per month. That said, these averages are only estimations of effectiveness and ClearPG makes no guaranties or warranties regarding results. Results may vary. Simply put, an office’s results with Virtual Consult will vary depending on multiple factors:
    • Appropriately placed CTA’s
    • Social media presence, activity, and network.
    • An office’s current website traffic.
    • Ability for a user to find and understand Virtual Consult on an office’s website
    • Ability of the office to appropriately respond to an inbound VC.
    • Internet Access
     
  3. Certain Subscription Obligations. By accessing the Service, you agree to: (a) provide true, accurate, current and complete information about Client as prompted by the Service (“Subscription Data”); and (b) promptly update the Subscription Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, Service Provider or its suppliers have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof), including any transition rights. Service Provider is concerned about the safety and privacy of all its users, of the Service, including third parties. For this reason, if you wish to allow anyone else access to the Service, it is your responsibility to determine whether any of the Services and/or Content (as defined in Section 6 below), which may be delivered to you, are appropriate for any person to whom you allow access.
  4. Member Account, Password and Security. You agree that you are responsible for maintaining the confidentiality of any username, password, or other member account information or third-party information, including without limitation to prospective patient information, provided through or in connection with the Service. You agree to immediately notify Service Provider of any unauthorized use of your password or account or any other breach of security. Service Provider, and its suppliers, cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
  5. Member Conduct. All information, data, text, photographs, graphics, video, messages or other materials (“Content”), transmitted over the Service, by you or others using your account are your responsibility. You, and not Service Provider, are entirely responsible for all Content that you, or others to whom you provide access, send, post, or otherwise make available via the Service. Service Provider does not control the Content made available via the Service and, as such, does not guarantee the accuracy, integrity, quality or appropriateness of such Content for any particular viewer. Under no circumstances will Service Provider or its suppliers be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use or viewing of any Content posted, emailed, transmitted or otherwise made available via the Service.
  6. Indemnity. You agree to indemnify and hold Service Provider, and its suppliers, and Service Provider’s and its suppliers’ affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of Content submitted by you or by said third-party through the Service, including any claims of HIPAA noncompliance relating to your use of the Service, your connection to the Service, or your violation of any rights of another.
  7. General Practices Regarding Use, Storage and Service Modification. You agree that Service Provider or its suppliers may establish general practices and limits concerning use of the Service, said general practices and limits which may be modified from time to time in its Terms and Conditions (the “TOC”). The TOC maybe provided via addendum from time to time, or on a site designated by Service Provider.
  8. Dealings with Third Parties. Your interactions with third parties, including without limitation to prospective clients, are solely between you and such third-parties, and that Service Provider and its suppliers shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the presence of such third parties on the Service.
  9. Service Provider’s Proprietary Rights. You agree the Service and any necessary software used in connection with it (the “Software”) contains proprietary and confidential information protected by applicable intellectual property and other laws, including but not limited to copyright, and trade and service mark protections, and is owned by Service Provider or its suppliers. Service Provider grants you a personal, non-transferable and non-exclusive right and license to use the Service and/or Software as designated in any applicable TOC, provided you do not (and do not allow any third-party to) reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software or Service, copy, modify, rent, lease, loan, sell, distribute, or create derivative works of or based on, the Service or the Software, in whole or in part, or use modified versions of the Software, including (without limitation) to obtain unauthorized access to the Service. You agree not to access the Service by any means other than through the interfaces provided by or through Service Provider for use in accessing the Service.
  10. Disclaimer of Warranties, Representations and Conditions. Pursuant to this Agreement, the Client Understands and agrees that:
    • (a) Client’s use of the service is at your sole risk.  The service is provided on an “as is” and “as available” basis.  Service provider and its suppliers expressly disclaim all other warranties, representations, guarantees and conditions of any kind, whether express or implied, including, but not limited to the implied warranties, representations and conditions of merchantability, fitness for a particular purpose and non-infringement; (b) service provider and its suppliers make no warranty that (i) the service will meet your requirements, or be uninterrupted, timely, secure, or error-free, (ii) the information that may be obtained from the use of the service will be accurate or reliable, and (iv) any errors in the service or software will be corrected;  (c) any material transmitted, received, downloaded or otherwise obtained or sent, through the use of the service is done at client’s risk.
  11. Limitation of Liability. You expressly understand and agree that service provider and its suppliers, shall not be liable for any, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other tangible or intangible losses (even if service provider or its supplier has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the unauthorized access to or alteration of your transmissions or data or the transmissions of any third party; or (v) any other matter relating to the service. Liability for direct damages shall be limited to a maximum of the fees you have already paid to service provider for the month in which the event giving rise to the liability occurred.
  12. Exclusions and Limitations. Some jurisdictions bar limitation or exclusion of certain warranties, representations and conditions or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of this Agreement may not apply to you. By executing this Agreement you represent and warrant that you have provided a copy of the same to legal counsel for review.
  13. Notice. Notices to you may be made via email or mail.
  14. Miscellaneous
    • In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
    • Governing Law and Dispute Resolution. This Agreement shall be governed by the law of the State of Arkansas without regard to the conflicts of law provisions thereof. Any cause of action accruing under this Agreement shall be subject to binding arbitration under the rules of the “American Arbitration Association,” and said arbitration shall occur in Fayetteville, Washington County, Arkansas. Nothing in this Agreement shall preclude the Service Provider from seeking injunctive relief in the courts of Washington County, Arkansas to enforce the provisions of this Agreement until such time as Arbitration may be ordered or otherwise completed.
    • This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof, and any previous agreements are merged herein. Any previous agreements executed by the parties shall be considered void and nullified to the extent of any conflict with the terms contained in this Agreement. No waiver or modification of this Agreement will be binding upon the Parties to this Agreement unless made in writing and signed by a duly authorized representative and no failure or delay in enforcing any right will be deemed a waiver. Neither of the Parties shall have any right to assign any duties, responsibilities, or benefits under this Agreement.
    • The Parties have carefully read and fully understand all of the provisions and effect of this Agreement, and have full authority to enter into this Agreement and to be bound by it.  The Parties have voluntarily entered into this Agreement free of any duress or coercion.
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