End User License Agreement – Living Free Weight Loss Clinic

Website End User License Agreement

Welcome to [LivingFreeClinic]! Through the [LivingFreeClinic] website portal (the “Software”), [LivingFreeClinic], LLC (“[LivingFreeClinic]”) may provide individuals and entities with access to a variety of information, resources, and interactive tools (together, the “Services”). As used below, “You” and “Your” refer to any individual or entity that uses the Software or the Services as a client of one of [LivingFreeClinic]’s customers, such as a therapist, clinician, or group practice (each, a “Provider”).

TO USE THE SOFTWARE AND SERVICES, YOU MUST ACCEPT THE TERMS AND CONDITIONS OF THIS CLIENT PORTAL END USER LICENSE AGREEMENT (“EULA”) AND THE TERMS OF SERVICE AVAILABLE AT HTTPS://WWW.[LIVINGFREECLINIC].COM/C/TERMS (“TERMS OF SERVICE”). BY ACCESSING OR USING THE SOFTWARE OR SERVICES, OR BY OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THIS EULA OR THE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THIS EULA AND THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS EULA AND THE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SOFTWARE OR THE SERVICES.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS EULA INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH [LIVINGFREECLINIC]. PLEASE READ THESE REQUIREMENTS CAREFULLY.

Capitalized terms used but not defined in this EULA have the meaning set out in the Terms of Service.

Scope of the License and Restrictions

Subject to Your compliance with this EULA, [LivingFreeClinic] hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Software and the Services specifically as set forth herein. This limited license is granted solely for the purpose of performing those functions and tasks available to You as an end user of a properly licensed version of the Software and Services, and is expressly conditioned upon You continuing to be a client (“Client”) of one of [LivingFreeClinic]’s Customers.

You are not permitted to:

rent, lease, lend, sell, redistribute or sublicense the Software or the Services.
copy any ideas, features, functions or graphics contained in the Software or the Services.
copy (except as expressly permitted by this EULA), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software or the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software or the Services).
engage in any conduct that has a harmful impact on the Software or the Services, or on other users of the Software or Services.
engage in any harassing, threatening, intimidating, predatory or stalking conduct;
attempt to circumvent any content-filtering techniques or attempt to access any feature or area of the Software or Services that You are not authorized to access; or
use the Software or Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this EULA.
remove or alter any trademark, logo, copyright or other proprietary notices in the Software or Services.
use the Software or Services for any purpose other than as expressly permitted under this EULA.

[LivingFreeClinic] reserves the right to audit Your use of the Software or Services to ensure Your compliance with this EULA.

The actions above are prohibited whether done directly or indirectly. The actions above are prohibited whether done with respect to all or just a part of the Software or the Services.

This EULA will govern any upgrades provided by [LivingFreeClinic] that replace and/or supplement the original Software or Services, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern, and You agree to promptly install any such upgrade and cease use of the prior version. Nothing in this paragraph creates an obligation for [LivingFreeClinic] to prepare or provide any upgrades to the Software or Services.

User Data

In connection with Your access to and use of the Software or Services, [LivingFreeClinic] processes the information and other content that You upload, stream or submit, or that is otherwise generated or collected from You on behalf of Your Provider. This may include, but is not limited to, profile data, health information, video, image and sound data, and personal or financial information collected from a credit card, debit card or other payment method (collectively, “User Data”). If You make any User Data available to [LivingFreeClinic], You represent and warrant that the User Data is accurate, complete and up-to-date.

Your Provider and [LivingFreeClinic] have entered into an agreement that restricts how [LivingFreeClinic] can use User Data, such as protected health information that is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or other applicable law. For more information about the User Data restrictions set by Your Provider, please ask Your Provider.

Except as otherwise agreed with Your Provider, [LivingFreeClinic] retains the right to collect, store, process, maintain, upload, sync, transmit, share, disclose and otherwise use User Data to provide the Software and Services, including, but not limited to, for the purposes of authentication, performance optimization, software updates, product support, processing and providing other Services or to otherwise improve [LivingFreeClinic]’s products or to provide services or technologies to You and Your Provider.

You may not upload, store or share any User that violates this EULA or applicable law. Without limiting the foregoing, You are not permitted to upload, store or share any User Data that:

is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent.
would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law.
may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.
contains any private or personal information of a third party without the consent of that third party if required by law.

[LivingFreeClinic] has no obligation to screen, edit or monitor User Data, but reserves the right to delete, remove or suspend the use of User Data at any time and for any reason.

More information about [LivingFreeClinic]’s privacy practices is available in the [LivingFreeClinic] Client Portal Privacy Policy available at https://www.[LivingFreeClinic].com/c/privacy.

Software and Services

The Software and Services are intended to allow You to maintain and access certain information while You are a Client of one of [LivingFreeClinic]’s Customers. Specifically, the Software and Services are meant to offer You the ability to access Your Client Profile, communicate with Your Provider, manage Your appointments with Your Provider, manage Your payments to Your Provider, and provide other features related to Your relationship with Your Provider. Your Provider, not [LivingFreeClinic], controls Your access to these features. You must contact Your Provider for requests to update or change Your access privileges or certain information in the Software or Services.

To use the Software or Services, You represent that You are at least 18 years of age, or the legal age of majority where in Your place of residence if that jurisdiction has an older age of majority, and have the legal authority to contractually agree to this EULA on behalf of the Client. If You are a minor (under 18 years of age) using this Service, Your Provider is responsible for ensuring a parent or legal guardian has permitted Your use of the Software and Services, unless applicable laws allow Your Provider to provide their care or services to You without such consent. Your Provider has agreed that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data or for their use of the Service. Your Provider is responsible for obtaining such consent, prior to the use by such User of the Service. Please contact Your Provider for questions pertaining to consents.

If You make payments to Your Provider via the Software and Services, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. If You dispute any payment made using the Software or Services, please contact Your Provider.

Use of the Software and Services is at Your own risk. You will be solely responsible for Your use of the Software and Services. You will be solely responsible for the decisions or actions resulting from Your use of the Software and Services.

THE SOFTWARE AND SERVICES DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS OR RECOMMENDATIONS FOR TREATMENT. THIS INFORMATION IS GIVEN TO YOU BY YOUR PROVIDER. CONSULT YOUR PROVIDER FOR MEDICAL OR HEALTH ADVICE OR INFORMATION REGARDING DIAGNOSIS OR TREATMENT OF A MEDICAL CONDITION.

Communications

You may receive communications relating to Your use of the Software and Services, including communications relating to billing and appointments. Your Provider is responsible for obtaining any consents required by law to provide these communications to You. If You do not want to receive these communications, please contact Your Provider.

If the Software and Services enable Telehealth video, audio, streaming or other media services from Your Provider, please note that it is Your Provider’s responsibility to give You any Telehealth-related notices and ask You for any Telehealth-related consents required by applicable law.

Intellectual Property

The Intellectual Property Rights in and to the Services are owned by [LivingFreeClinic] and its licensors. [LivingFreeClinic]’s trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “[LivingFreeClinic] Marks”) are also owned by [LivingFreeClinic]. You understand that such Intellectual Property Rights are apart from any rights You may have in User Data You upload or submit to the Software or Services.

You may receive optional surveys and questionnaires in which You can provide feedback, suggestions, comments, proposed improvements and/or modifications, and recommendations as well as other forms of written feedback on the Software or Services (collectively, referred to as “Feedback”). Feedback shall also include any and all suggestions, comments, proposed improvements, modifications, and recommendations that You share with your Provider, which You agree and hereby authorize Provider to share with [LivingFreeClinic]. All such Feedback shall be the sole and exclusive property of [LivingFreeClinic]. You hereby irrevocably transfer and assign to [LivingFreeClinic], and agree to continue to irrevocably assign and transfer in the future should the need arise, to [LivingFreeClinic], all right, title, and interest in and to all Feedback, including all intellectual property rights therein. You will not earn or acquire any rights or licenses in or to the Software or Services or any other [LivingFreeClinic] product or service or in any [LivingFreeClinic] confidential or intellectual property on account of this Agreement or Your performance under this Agreement, even if [LivingFreeClinic] incorporates any Feedback into the Software or Services and/or any other product or service. All Feedback may be used by [LivingFreeClinic] in any way without restriction by or obligation to You.

If, for any reason, [LivingFreeClinic] is not deemed to be the exclusive owner of any or all Feedback, You hereby grant to [LivingFreeClinic], at no charge, an exclusive, royalty-free, worldwide, perpetual, irrevocable right and license in and to any and all Feedback. [LivingFreeClinic] shall have the exclusive right to reproduce, perform, display, exploit and create derivative works of the Feedback and distribute such Feedback and/or derivative works in any [LivingFreeClinic] technology, product or service. Any and all Feedback may be used, adopted, copied, sold, licensed, disclosed, incorporated, disseminated, exploited, modified or published by [LivingFreeClinic] for any purpose whatsoever (whether commercial, marketing, development or otherwise), including, without limitation, developing and marketing products and/or services incorporating any such Feedback, without obligation or further payment of any kind to You or any user, and You waive any rights whatsoever in and to any and all Feedback. You agree and acknowledge that You disclaim all rights in and to any and all Feedback and agree that [LivingFreeClinic] may freely use, without any further obligation, any and all Feedback. Furthermore, [LivingFreeClinic] may, in connection with any of its products and/or services, freely use, copy, disclose, license, distribute, and exploit any and all Feedback in any manner without any further obligation, payment, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered Your confidential information, and nothing in this Agreement limits [LivingFreeClinic]’s right to independently use, develop, evaluate or market any products or services, whether incorporating Feedback or otherwise.

[LivingFreeClinic] reserves all ownership and intellectual property rights in and to the Software and Services that are not expressly granted in this EULA.

No Responsibility for Acts or Omissions of Third-Party Service Providers

[LivingFreeClinic] may refer names of certain third-party service providers (“Service Providers”) to You upon Your request or in connection with the Software or Services. Any Service Providers referred to You by [LivingFreeClinic] are not owned or controlled by [LivingFreeClinic]. You agree that [LivingFreeClinic] is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, willful or illegal conduct. You further agree to conduct Your own investigation and due diligence regarding any Service Providers referred to You by [LivingFreeClinic]. You agree to defend (at [LivingFreeClinic]’s option), indemnify and hold harmless [LivingFreeClinic] from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to You.

Other Third-Party Services

The Software and Services may incorporate or link content, tools, features and sites provided by third parties (collectively, “Third-Party Services”). [LivingFreeClinic] does not make any representation or warranty regarding the content or accuracy of Third-Party Services. Your use of Third-Party Services is at Your own risk and subject to the terms and conditions of use for such Third-Party Services.

Disclaimer of Express and Implied Warranties

[LIVINGFREECLINIC] PROVIDES THE SOFTWARE AND THE SERVICES STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR CLIENT PROFILE RESIDING ON [LIVINGFREECLINIC]’S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SOFTWARE OR SERVICES.

[LivingFreeClinic] does not ensure continuous, error-free, secure or virus-free operation of the Software and the Services, and You understand that You will not be entitled to compensation based on [LivingFreeClinic]’s failure to provide the Software and Services other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimers may not apply to You.

Limitation of Liability

IN NO EVENT WILL [LIVINGFREECLINIC] OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE SERVICES, OR THIS EULA, WHETHER OR NOT [LIVINGFREECLINIC] HAS BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL [LIVINGFREECLINIC]’S CUMULATIVE LIABILITY TO YOU EXCEED ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation will not apply to You.

Indemnification

You agree to defend, indemnify and/or hold harmless [LivingFreeClinic], its officers, directors, shareholders, parents, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (i) any breach or alleged breach by You of this EULA or the Terms of Service; or (ii) Your acts or omissions in connection with the Software or Services, including without limitation, Your negligent, willful or illegal conduct. In any matter in which You have agreed to indemnify [LivingFreeClinic], without the express written consent of [LivingFreeClinic], You will not settle any matter or admit liability if, upon doing so, You are admitting liability or fault on the part of [LivingFreeClinic]. [LivingFreeClinic] reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with [LivingFreeClinic]’s defense of such claim.

Termination of License

Upon termination of Your relationship with Your Provider, Your license to use the Software and Services will automatically terminate, and all User Data in Your Client Profile will only be retained as long as Your Provider stores Your User Data in their account. Your Provider is responsible for managing all account data and ensuring the secure preservation of Your health information. If Your Client Profile is deleted by Your Provider, You will no longer be able to access the Software or Services.

[LivingFreeClinic] reserves the right to suspend or terminate Your use of the Software or Services at any time, with or without any reason. For example, [LivingFreeClinic] may suspend or terminate Your access to the Software or Services if [LivingFreeClinic] determines in its sole discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of [LivingFreeClinic] or any third party. If You fail to comply with any of this EULA, Your license to use the Software and Services may immediately terminate without notice or further action by [LivingFreeClinic]. Upon termination You must delete the Software from Your device(s).

Government Use

If the Software or Services are being used by or on behalf of the United States Government, then the following provision applies. The Software and Services will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Software or Services and any accompanying documentation by the U.S. government will be governed solely by this EULA and is prohibited except to the extent expressly permitted by this EULA. The Software and Services originate in the United States, and are subject to United States export laws and regulations. The Software and Services may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Software and Services may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Software and Services.

General

This EULA and the Terms of Service constitute the entire agreement between You and [LivingFreeClinic]. [LivingFreeClinic] may change this EULA at any time with reasonable notice to You, such as by posting an updated version within the Software or Services. You are not permitted to assign or otherwise transfer Your license or this EULA.

DISPUTE RESOLUTION – BINDING ARBITRATION AND CLASS ACTION WAIVER In the event of a Dispute between You and [LivingFreeClinic] (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Los Angeles, California. In the event that there is any Dispute between You and [LivingFreeClinic] that is determined not to be subject to arbitration pursuant to the preceding sentence, You agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Los Angeles, California. You agree that this Agreement and the relationship between You and [LivingFreeClinic] shall be governed by the Federal Arbitration Act and the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, CONSOLIDATION OF YOUR DISPUTE WITH OTHER ARBITRATIONS, OR ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED AND ARE WAIVED BY YOU, AND AN ARBITRATOR WILL HAVE NO JURISDICTION TO HEAR SUCH CLAIMS. IF A COURT OR AN ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER IN THIS SECTION IS UNENFORCEABLE AS TO ALL OR SOME PARTS OF A DISPUTE, THEN THE CLASS ACTION WAIVER WILL NOT APPLY TO THOSE PARTS. INSTEAD, THOSE PARTS WILL BE SEVERED AND PROCEED IN A COURT OF LAW, WITH THE REMAINING PARTS PROCEEDING IN ARBITRATION. IF ANY OTHER PROVISION OF THIS DISPUTE RESOLUTION SECTION IS FOUND TO BE ILLEGAL OR UNENFORCEABLE, THAT PROVISION WILL BE SEVERED WITH THE REMAINDER OF THIS SECTION REMAINING IN FULL FORCE AND EFFECT.