Last Updated: September 08, 2023
BY ACCESSING OR USING THE SERVICES, OR BY OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE BY ANY MEANS INCLUDING AS FURTHER DESCRIBED BELOW, YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF YOURSELF, ON BEHALF OF THE PRACTICE OR OTHER ENTITY LISTED IN THE ACCOUNT CREATION, SIGN UP OR SIMILAR FORM (“REGISTRATION FORM”) AND IF A PRACTICE IS SO IDENTIFIED, ON BEHALF OF THE PROVIDERS FOR SUCH PRACTICE. If You are an individual accessing or using the Services on behalf of, or for the benefit of, any person or entity with which You are associated and identified in the Account (an “Organization”), then You are agreeing to this Agreement on behalf of Yourself and such Organization, and You represent and warrant that You have the legal authority to bind such Organization to this Agreement. References to “You” and “Your” in this Agreement refer to both any such Organization and to the individual accessing or using the Services on behalf of the Organization (including the Account Owner). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, YOU MAY NOT AND SHALL NOT ACCESS OR USE THE SERVICES (AS DEFINED IN THESE TERMS OF SERVICE).
These Terms of Service (referred to herein as “Agreement” or “Terms of Service”) are a binding contract between You and uMore, Inc. (referred to herein as “uMore” or “Us”, “Our”, or “We”). This Agreement shall govern Your and the other Team Members’ use of the Services, and Your and the other Team Members’ rights and obligations with respect to User Data placed in the Services, as well as Your creation of an account through which You and the other Team Members will access the Services (hereinafter, an “Account”). By accessing, using, subscribing, purchasing, or downloading the Services, You agree to, and ensure that all other Team Members will, follow and be bound by the following terms and conditions and any other terms and conditions contained in any other agreements You enter into with Us relating to specific Services. If You do not agree with this Agreement, neither You nor the Team Members may use the Services.
This Agreement applies to Your and the other Team Members’ use of the Services and all transactions made in connection with the Services. Manifestation of agreement to this Agreement may arise by any act demonstrating Your assent to them, including clicking any button containing the words “I agree”, “Start my free trial”, “Join my team”, “Create my account” or similar syntax, by accessing or using any of the Services or by establishing an Account, whether You have read this Agreement or not. By clicking any such button or otherwise indicating Your assent, You agree to this Agreement. You should print a copy of these Terms of Service for Your business and personal records.
If You know, or have a suspicion or the good faith belief, that a Team Member has violated this Agreement, You are responsible for immediately revoking access rights to such Team Member. Additionally, if You become aware that a Team Member no longer possesses the requisite licenses or other credentials or is no longer employed by or affiliated with You, You have the responsibility to immediately revoke access rights to such Team Member.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE (UNLESS YOU OPT OUT) AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ THESE REQUIREMENTS CAREFULLY.
This Agreement may be modified by uMore by notifying You as provided in Section 29 (Notices) below. By continuing to access or use the Services after the effective date of any such change, You agree to be bound by the modified Agreement.
By accepting this Agreement in connection with an Account, the person acknowledging agreement or assenting to this Agreement represents that they are at least 18 years of age, or the legal age of majority where in the place of residence if that jurisdiction has an older age of majority. You further agree that as a condition to accessing the Services, You will submit to Account and Account Owner verification as required by uMore, and provide only true and accurate identification documentation and location information to uMore or its third party service providers as requested by uMore. You are responsible for the security of any Account verification information, such as email addresses and passwords, including without limitation Your Users’ email addresses and passwords. You are responsible for ensuring that Users under the age of 18 years old obtain their parent or legal guardian’s consent to utilize the Services, unless applicable laws allow You to provide care or Your services to a minor (under 18 years of age) without such consent. You agree that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data, which consent You are responsible for obtaining, prior to the use by such User of the Services.
You must ensure that You provide accurate, current, and complete information about You and Team Members (“Registration Data”) as prompted by the Registration Form and as required to be added in the “Settings” or other page on the Website, and use the Account management tools provided to keep Your Registration Data accurate, current and complete. You agree that you will provide information indicating some form of presence within the Territory (e.g., license number, practice address, or bank information). uMore will assign an Account name (Your “Account Name”).
You may only establish and access an Account from the Territory. You acknowledge that uMore may change or modify this list from time to time, and that uMore may enforce these changes at its discretion.
You and other Team Members may access Your Account from the Territory. You acknowledge that uMore may change or modify this list from time to time, and that uMore may enforce these changes at its discretion. uMore bears no liability or responsibility in connection with Clients who access their Account from outside the Territory.
Notwithstanding the foregoing, You acknowledge that the Services provided by uMore are United States-based. We make no warranty or representation that any aspect of the Services is appropriate for use outside of the United States or may be used for persons who are not then located inside the United States. Those who access the Services from other locations are responsible for compliance with applicable local laws. Any Service that is a software is subject to applicable export laws and restrictions. uMore bears no liability or responsibility in connection with Clients who access the Client Portal from any country outside of the United States.
You are responsible for all obligations and activities conducted through Your Account, including obligations and activities of other Users, and You are responsible for all activities conducted through Your email address and are responsible for other Users to whom You grant access to Your Account, including Your Clients and those You authorize to access Your Account on behalf of Yourself or Clients. You agree, and agree to cause the other Team Members to agree, to be jointly and severally responsible for compliance with this Agreement. As between You and uMore, You are responsible for all information and User Data that You and other Users input into the Services. In the event that fraud, violation of law, regulation or rule, or conduct that violates this Agreement occurs (whether by You or someone else) that is in any way connected with Your Account, We may suspend or terminate Your use of the Services and Your Account as described herein (including Sections 7 (Fees and Billing), 14 (Interruption of Service), 17 (Service-Specific Terms), 23 (Suspension and Termination), and 24 (Termination of Account or Agreement)), and, if applicable, You shall be financially responsible to uMore for the consequences of such use.
At the time Your Account is created by the Account Owner, the Account Owner must select a password. You are responsible for maintaining the confidentiality of Your password. You are responsible for any damages, claims, losses or other harm resulting from disclosure of Your password, authorization of the disclosure of Your password, or any person’s use of Your password or Your Account and those who gain access to Your Account or Account Name. You agree that You will not respond to an online request for a password other than in connection with the log-on process to the Services. Your disclosure of Your password to any other person is at Your own risk.
You and each person using Your Account must have separate email addresses and passwords. Users may not share entry identifications and authentication passwords and any sharing may result in a suspension or termination of access for the User, and/or an increase in charges, at uMore’s sole discretion.
uMore provides the Services for the fees and other charges set forth on the Website at https://www.uMore.app or other location on the Website. All prices listed exclude all sales taxes, fees, use taxes, charges, duties, levies and similar governmental charges (“Sales Taxes”) imposed on the provision of the Services and all such Sales Taxes shall be borne solely by and paid by You to uMore and deemed to be in addition to the fees charged in connection with the Services. Where applicable, You shall be responsible for all Sales Taxes and uMore reserves the right to collect Sales Taxes retroactively. We may, at any time, add new services for additional fees and charges, or prospectively modify fees and charges for existing services (including prospectively charging fees for the Services not previously charged for) on notice as provided herein. You acknowledge that it is Your responsibility to ensure payment is made in advance for all paid aspects of the Services, and to ensure that Your credit or debit cards or other payment instruments accepted by uMore and/or its processor, including Stripe, continue to be valid and sufficient for such purposes. We may suspend or terminate Your use of the Services and Your Account’s use of the Services, as provided in Sections 14 (Interruption of Service) and 23 (Suspension and Termination), in the event of any payment delinquency. Other services are available from uMore and the agreement with respect to those services and fees due to uMore incorporate by reference this Agreement as well as any specific terms and conditions presented to You. You will not be entitled to any refund on termination or expiration of the Agreement. All payments once made to uMore shall have been earned by uMore as of the date of payment. You will not be entitled to any refund or credits for the partial use of the Services at any time.
uMore reserves the right, upon providing notice to You (via email, through posting on the uMore website or through any other reasonable means), to add, modify, discontinue or eliminate aspect(s), features or functionality of the Services from time to time for any reason including without limitation for purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
9.1 Ownership in User Data. In connection with User Data that a User uploads or submits to, or which is created by, the Services, You affirm, represent, and warrant that You own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize uMore to use, retain, copy, and process the User Data in connection with the Services and as contemplated by this Agreement, and Your provision thereof through and in connection with the Services, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party.
9.2 License to User Data. By uploading or submitting any User Data to or through the Services, and permitting other Users (including, without limitation, Clients) to upload any User Data into the Services, You hereby automatically at such time grant uMore (and its affiliates) a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, perform and display such User Data (including User Data that is created, collected or generated by the Services or uMore using the User Data Users submit), for the purposes of providing you the Services and further developing, improving, and marketing uMore’s products and services (including the Services), it being understood that the results generated from use for purposes other than providing the Services are not identifiable with the Organization or any natural person. The foregoing rights and licenses will be exercised in accordance with the uMore Privacy Policies referenced in Section 10 below. You agree that the license includes the right to copy, analyze and use any User Data as uMore may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Services and future improvements to the Services. The license granted in this Section is referred to as the “Service Data License.” You also acknowledge that the Service Data License granted to uMore with respect to User Data will survive the expiration or termination of Your Account. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Data that You may have under any applicable law under any legal theory.
9.3 User Data from Payment Processors. Notwithstanding anything to the contrary herein, or in any payment processing agreement between You and the payment processor (including Stripe), You also hereby grant uMore (and its affiliates) a non-exclusive, worldwide, irrevocable, perpetual, royalty free, fully paid-up, assignable, and sublicensable (through multiple tiers) license, authority, and permission to obtain, copy, and use, at uMore’s request, without notice to You, User Data received from payment processors, banks, card and ACH processors and gateway provider, which support the Services, for purposes of providing You the Services, and to develop, improve, and market uMore’s products and services (including the Services), it being understood that the results generated from use for purposes other than providing the Services are not identifiable with the Organization or any natural person.
9.4 Your Responsibilities to User Data. You acknowledge that You are responsible for all User Data You and other Users input into the Services, including changes made to Client progress notes, whether previously locked or unlocked. You hereby acknowledge that the practice of unlocking any previously locked progress notes may be a violation by You and Your other Team Members of applicable professional standards and/or applicable law. You understand and agree that You are bound by various laws and regulations, including but not limited to HIPAA, which require that You preserve the availability, accuracy, integrity, and confidentiality of PHI and personally identifiable information. You also acknowledge and agree that all of Your activity within the Services is automatically logged (including into audit logs), including the unlocking and locking of the progress notes, and that such activity may be audited by regulators or others.
9.5 Additional User Data Restrictions. You may not, and will ensure that other Team Members do not, post, upload, store or share any User Data that:
9.6 Additional Rights to User Data. Although uMore has no obligation to screen, edit or monitor User Data, We may delete, remove or suspend the use of User Data at any time and for any reason. By accessing or using the Services, You consent to the processing, transfer and storage of information about You and Users in and to the United States and other countries, where Users may not have the same rights and protections as provided under local law.
9.7 Transfer of User Data and Account Ownership.
In providing You the Services, uMore will not sell any Personal Information contained in User Data. uMore will not retain, use or disclose the Personal Information You provide to Us about Your Clients except for the specific purposes permitted under this Agreement, including Section 9.
We will make no use of PHI that is not permitted by this Agreement, the BAA (as defined below) or that is prohibited by applicable law, including but not limited to HIPAA.
It is Your responsibility to comply with all applicable privacy and data protection laws and to ensure that You have provided all required notices and obtained all necessary consents (including with respect to third parties access) from Users, and that Users (including without limitation Your Clients) have agreed to the collection of User Data (including PHI) and the access of User Data by You, by uMore, and, where applicable, other third parties. Any sample documentation that is provided by uMore for obtaining consent or other information from Users is for illustration only, and You alone (and not uMore) are responsible to ensure that such documentation is adequate and enforceable. uMore does not provide legal or compliance advice and You are responsible for retaining competent counsel and advisors for these purposes.
In the event that We receive a subpoena, court order, or other legal request compelling the disclosure of any of Your Clients’ User Data (including PHI) or any of Your data or information or any User Data, We will notify You of the existence of such subpoena, court order or other legal request prior to disclosing the PHI or other data or information or any User Data, unless ordered to not do so by a court of competent jurisdiction, requested not to do so by law enforcement, or unless Our legal counsel advises Us that prior notification is not required or in violation of applicable law.
In the event of termination of this Agreement, whether by Your cancellation of the Agreement, Your breach of this Agreement, or as otherwise provided in this Agreement, there is an export feature in the Services which will enable You to retrieve Your User Data contained within the Services prior to the Account termination date. It is Your sole responsibility (not uMore’s) to manage, maintain, store, or export file or files containing the User Data within the Services to ensure the secure preservation of User Data (including PHI) for You and Your Clients pursuant to federal and state law.
For purposes of complying with the requirements of HIPAA to the extent applicable, You and uMore agree to be bound by each of the terms and provisions of the uMore Business Associate Agreement, which can be found at https://www.umore.app/ba-agreement-providers / (the “BAA”) and which is incorporated in full by this reference. If any provision hereof is potentially or actually in conflict with the provisions of the Business Associate Agreement with respect to the treatment of Protected Health Information, the terms of the Business Associate Agreement shall prevail.
The Services may incorporate, contain links to, or otherwise allow connections to, third-party websites, servers, and online products, services or environments, including other materials that are not owned or controlled by uMore (“Third Party Materials”). You agree that uMore is not responsible or liable for Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any Intellectual Property Rights therein or thereto. Nothing in this Agreement will be deemed to be a representation or warranty by uMore with respect to any Third Party Materials. uMore has no obligation to monitor Third Party Materials, and uMore may block or disable access to any Third Party Materials (in whole or in part) through the Services at any time. Your use of Third Party Materials is at Your own risk and is subject to any additional terms and conditions of use for such Third-Party Services.
uMore may refer names of certain third party service providers (“Service Providers”) to You upon Your request or in connection with the Services. Any Service Providers referred to You by uMore are not owned or controlled by uMore. You agree that uMore 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 uMore. You agree to defend (at uMore’s option), indemnify and hold harmless uMore from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to You.
In order to use payment processing services and the billing services (“Stripe Payment Processing Services”), You must agree to the Stripe Connected Account Agreement (https://stripe.com/us/connect-account/legal) and any other applicable Stripe agreement (incorporated herein by reference) that is available to You when the Account is created for the Services and afterward through the Services. No transactions will occur in Your Account until You click to agree to the Stripe Services Agreement or the Stripe Connected Account Agreement (as applicable). In addition to other terms and conditions herein as it relates to Your Clients’ payments to You, You hereby agree that:
Where Your Clients pay for Your services through the Services, in addition to the terms of the Stripe Connected Account Agreement, the following applies:
Subject to separate terms between You and Stripe and/or Stripe’s bank partner, Stripe, may market to you certain financial products and services, including loan products. uMore may send you marketing communications regarding such products on Stripe’s behalf. For the avoidance of doubt, uMore is not a loan broker, loan servicer or debt collector. Rather, all brokering, servicing and collections activity will be undertaken by Stripe, and all loans will be originated by Stripe’s bank partner.
You are responsible for obtaining, maintaining, and paying for all hardware, software and all telecommunications and other services needed to use the Services.
uMore may on occasion need to interrupt or suspend the Services, with or without prior notice, to protect the integrity or functionality of the Services or for maintenance purposes. You agree that uMore is not liable for any interruption or suspension of the Services (whether intentional or not), and You understand that neither You nor any other Users will be entitled to any refunds of fees or other compensation for interruption or suspension of service. Likewise, You agree that in the event of loss of any User Data, We will not be liable for any purported damage or harm arising therefrom.
15.1 Intellectual Property Rights in Services. You acknowledge and agree that except for the express licenses granted herein, uMore and its licensors retain all of their respective Intellectual Property Rights in and to the Services, including in and to Our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “uMore Marks”). You understand that such Intellectual Property Rights are apart from any rights You may have in User Data You upload or submit to the Services, as discussed above. Copyright, trademark and other laws of the United States and foreign countries protect the Services and the uMore Marks. All proprietary notices and disclaimers that are included in the Services and any Content must be reproduced and not be altered in any way.
15.2 Limited License to Services. Subject to the additional terms that apply to specific Services as set forth in Section 17 (Service-Specific Terms), uMore hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to access and use the Services in the Territory, in each case expressly conditioned upon You and Your Account remaining active, in good standing, and in full compliance with this Agreement.
15.3 License Restrictions. Subject to the additional terms that apply to specific Services as set forth in Section 17 (Service-Specific Terms), You will not (and will ensure that other Team Members will not):
15.4 Feedback and other Input. You or other Team Members may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to uMore or in connection with Your or other Team Members’ use of the Services regarding the Services or other uMore products or services, including products in research or development. uMore will exclusively own and have title to all Feedback provided by You and other Users, and You hereby irrevocably and perpetually assign (and agree to irrevocably and perpetually assign) all right, title, and interest, including Intellectual Property Rights, in and to such Feedback. The foregoing assignment is made without any duty to account to You or to any other persons or entities.
16.1 License to Content. With respect to any Content that You elect to procure in connection with the Services, and subject to (a) the applicable fees (if any) for access to such Content and (b) any and all third-party terms and conditions that are applicable to such Content, uMore hereby grants You a limited, non-exclusive, non-transferable license to permit You and Your other Team Members to use Content made accessible to You, solely for use as part of the Services. Such Content may include sample clinical and practice documentation and templates. The prices for access to such Content, if any, are listed at https://www.uMore.app and are subject to change on notice. All Content accessed or used by You and other Users must be accurately reproduced and cannot be altered in any way, and all additional proprietary notices and disclaimers that are included in any Content must be reproduced.
16.2 License Restrictions. Except as expressly provided herein, the foregoing license in Section 16.1 (License to Content) specifically excludes (a) distribution, transfer, sale, lease, license, or the making available of Content or any portion thereof or the data therein or derived therefrom separate and apart from the Services; (b) use or distribution of Content outside the Territory; (c) broadcasting, displaying, or making available Content in any unsecured environment or public computer-based information system, including the Internet; and (d) creating derivative works, including translations of Content. You do not acquire any title or proprietary interest in the Content under this Agreement. Use of other copyrighted works not licensed under this Agreement, including other copyrighted works owned by third parties, are subject to separate terms and conditions, and You are responsible for securing the necessary rights for use of other works.
Without limiting the provisions of Article 14 above, the following additional terms and conditions apply to Your access and use of the following specific Services:
17.1 Telehealth Service. uMore Telehealth is a solution for You to use if You or other Team Members wish to meet with Clients remotely using video, audio, and other media capabilities. uMore Telehealth is part of the Services and allows You and other Team Members to schedule appointments and connect with Clients for Telehealth consultations.
17.3 Directory Service.
17.4 Measurement Based Care.
uMore offers Measurement-Based Care service that enables You to track patient outcomes through a variety of methods.
17.5 Mobile Applications. uMore may make available one or more software applications to access the other Services via a mobile device. To use any such software applications, You must have a mobile device that is compatible with the applicable software application.
17.6 uMore Enterprise. When you create an account with uMore, you agree to provide uMore information that is accurate, complete, and current, including but not limited to, information with respect to You, your specialties, credentials, calendar and scheduling information, practice and/or business ("Practice Information"). You hereby irrevocably grant uMore a non-exclusive, world-wide, perpetual, royalty-free, assignable, sub-licensable, transferable rights to use this Practice Information for any purpose whatsoever to provide services to You. You also irrevocably grant any other platforms and websites, including third party platforms and websites, the right to access and use the Practice information to provide services to You.
Except to the extent caused by uMore’s gross negligence or willful misconduct, You agree not to hold uMore liable for any User Data, the actions or inactions of You or other Users of the Services or of other third parties. As a condition of access to the Services, and except to the extent arising out of uMore’s gross negligence or willful misconduct, You release uMore (and its officers, directors, shareholders, agents, parents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any Dispute You have or claim to have with one or more other Users of the Services or with other third parties, including whether or not uMore becomes involved in any resolution or attempted resolution of the Dispute. If You are a California resident, You waive California Civil Code Section 1542 (as may be amended). The statute currently provides: “A general release does not extend to claims that the creditor or the releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
UMORE PROVIDES THE SERVICES, THIRD PARTY MATERIALS (INCLUDING CONTENT), AND YOUR ACCOUNT, 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 THE SERVICES, ANY THIRD PARTY MATERIALS (INCLUDING CONTENT), OR YOUR ACCOUNT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN USER DATA OR ANY EXPENDITURE ON YOUR PART, UMORE AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON UMORE’S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICES ON THIS BASIS.
uMore does not ensure continuous, error-free, secure or virus-free operation of the Services, Third Party Materials (including Content), or Your Account, and You understand that You shall not be entitled to refunds or other compensation based on uMore’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to You.
uMore does not guarantee that by mere use of the Services You will be in compliance with HIPAA or other applicable law, and You understand and agree that You are responsible for maintaining administrative, technical and physical safeguards necessary to ensure the confidentiality, availability, and integrity with respect to Your PHI and to otherwise comply with HIPAA and other applicable law.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL UMORE 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 (INCLUDING USER DATA) OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICES (INCLUDING ITS MODIFICATION OR TERMINATION), THIRD PARTY MATERIALS (INCLUDING CONTENT), YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION), OR THIS AGREEMENT, WHETHER OR NOT UMORE 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 UMORE’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.
At uMore’s request, You agree to defend, indemnify and/or hold harmless uMore, its officers, directors, shareholders, parents, employees, subsidiaries, and agents from all damages, liabilities, claims, losses, and expenses, including without limitation attorneys’ fees and costs, arising from: (i) any breach or alleged breach of this Agreement by You or other Users, including without limitation Your representations and warranties relating to User Data; (ii) allegations by any third party that User Data (including the use thereof) is (A) false, intentionally misleading, defamatory, or infringes, misappropriates, or otherwise violates such third party’s Intellectual Property Rights, privacy rights, right of publicity, or other proprietary rights; (B) contains material that is unlawful, including illegal hate speech or pornography; (C) exploits or otherwise harms minors; or (D) violates or advocates the violation of any law or regulation; (iii) other claims, losses and causes of action asserted by any Users (including without limitation Your Clients); (iii) use of, or activities in connection with, the Services and Third Party Materials (including Content); or (iv) Your or other Team Members’ negligent, willful or illegal conduct. In any matter subject to the provisions of this Article 21, without the express written consent of uMore, You will not settle any such matter or admit liability if, upon doing so, You are admitting liability or fault on the part of uMore. uMore 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 Our defense of such claim and provide us with full information in connection therewith.
You acknowledge that Your participation in the Services does not make You a uMore employee and that You do not expect to be, and will not be, compensated by uMore for such activities, and You will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. Except as expressly set forth herein, there are no third party beneficiaries, intended or implied, under this Agreement.
The Account Owner may terminate this Agreement by closing the Account at any time for any reason. Subject to uMore’s obligations pursuant to Section 10 (Data Privacy), in such event, uMore shall have no further obligation or liability to You under this Agreement or otherwise. You may not suspend Your Account. uMore may, at its sole discretion, provide You a grace period prior to termination, in the event of a breach or Your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend without notice, or terminate with notice provided in accordance with Section 29 (Notices), this Agreement (which will result in automatic termination of Your Account) or the access of any Team Member to the Services, if We determine in Our 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 uMore or any third party. Under no circumstances, will You be entitled to compensation or a refund for any interruption, suspension or termination, and You acknowledge uMore will have no liability to You or any other Users in connection with any interruption, suspension or termination.
24.1 Termination of Licenses. Upon termination or expiration of this Agreement, all licenses granted by uMore to use the Services will automatically terminate, and, all User Data in Your Account will be accessible to You no more than sixty-four (64) days after termination or expiration of this Agreement. This time frame is also applicable to trial accounts. The Account Owner is responsible for exporting all Account data and ensuring the secure preservation of PHI for Your Clients pursuant to federal and state law, and ethical requirements. During the time frame beginning on termination or expiration of this Agreement, Your access to the Services will be limited to downloading Your User Data.
24.2 Liability for Unpaid Fees. Upon termination or expiration of this Agreement (which will automatically result in termination of Your Account), You will not receive any refund of any amounts previously paid and You will remain liable for any charges incurred or unpaid amounts owed by You to uMore.
24.3 Survival of Terms. The following terms will survive any termination or expiration of this Agreement: Sections 1, 5, 7-13, 14 (last two sentences), 15, 16.2, 16.3(d), 16.3(g), 16.3(h), 18-29 (inclusive), 31, and 32.
25.1 Government Use. If the Service is being used by or on behalf of the United States Government or another governmental entity, then the following provision applies. The Services are “commercial computer software” and/or “commercial computer software documentation” as defined in Federal Acquisition Regulation (48 C.F.R. Chapter 1, or “FAR”) 2.101 or similar law, regulation or provision. In accordance with FAR 12.212, Department of Defense FAR Supplement (“DFARS”) 227.7202, or other similar law, regulation or provision, as applicable, any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the U.S. government or other governmental entity will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. All terms of this Agreement apply except to the limited extent the U.S. government or other governmental entity is prohibited by federal or other procurement law from agreeing to such terms. If and to the extent any provision in this Agreement is so prohibited, such provision shall be deemed modified only to the extent reasonably necessary to conform to applicable law while giving maximum effect to the Agreement as written.
25.2 Export Controls and Sanctions Compliance. The Services originate in the United States, and are subject to United States export control and sanctions laws, including the Export Administration Regulations (“EAR”) and the regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). The Services may not be directly or indirectly exported or re-exported to: (a) any person or entity to whom the provision of such Services is prohibited under the EAR (including the prohibition on providing items subject to the EAR to anyone on the EAR Entity List or Denied Person List); (b) any country or territory subject to a comprehensive embargo by the United States (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine) without appropriate licensing authority; or (c) any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. Government (including any person or entity identified on OFAC’s list of Specially Designated Nationals (“SDNs”) or any entity that is fifty percent (50%) or more owned by one or more SDNs). In addition, the 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 Services.
IN THE EVENT OF A DISPUTE BETWEEN YOU AND UMORE (INCLUDING ANY DISPUTE OVER THE VALIDITY, ENFORCEABILITY, OR SCOPE OF THIS DISPUTE RESOLUTION PROVISION), OTHER THAN WITH RESPECT TO CLAIMS FOR INJUNCTIVE RELIEF AND DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, THE DISPUTE WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. IF YOU DO NOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPT OUT. IN ORDER TO OPT OUT OF THIS ARBITRATION PROVISION, YOU MUST NOTIFY UMORE IN WRITING THAT YOU DO NOT WANT TO RESOLVE DISPUTES WITH US BY ARBITRATION, AND SUCH NOTICE SHOULD BE DELIVERED BY MAIL TO 2834 COLORADO AVENUE, SANTA MONICA, CA 90404 WITHIN 30 DAYS OF THE EARLIER OF (A) THE DATE YOU FIRST ACCESS OR USE THE SERVICES; AND (B) THE DATE YOU CLICK OR TAP ANY BUTTON OR BOX MARKED “ACCEPT,” “AGREE,” OR “OK” (OR A SIMILAR TERM) IN CONNECTION WITH THIS AGREEMENT.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf, as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by You or uMore that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude You from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against uMore for You.
You agree that this Agreement and the relationship between You and uMore 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. If You opt out of arbitration pursuant to the terms above, then the following jurisdiction and venue provision shall apply: All Disputes arising out of or related to this Agreement for which arbitration does not apply will be subject to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Los Angeles, California. Notwithstanding this, each 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.
CLASS ACTION WAIVER
YOU AGREE THAT ANY PROCEEDINGS TO ARBITRATE, LITIGATE OR OTHERWISE RESOLVE A DISPUTE IN ANY FORUM ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 ARBITRATOR FINDS 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.
You may not assign this Agreement or Your Account without Our prior written consent. You may not transfer or sublicense any licenses granted by uMore in this Agreement without Our prior written consent. We may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without Your consent.
The agreements, understandings and policies referenced in this Agreement sets forth the entire agreement and understanding between You and uMore with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. uMore reserves the right to modify this Agreement at any time upon notification to You as provided in Section 29 (Notices). If any future change is unacceptable to You, You should discontinue using the Services. Your continued use of the Services will always indicate Your acceptance of this agreement and any changes to it.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and You agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
uMore may provide notice to You and obtain consent from You (1) through the Website or other portions of the Services, including within your Account; (2) by electronic mail at the electronic mail address associated with Your Account; and/or (3) by written mail communication to You at the address associated with Your Account. You must submit all notices required or permitted under this Agreement to uMore, Inc, via email@example.com.
It is uMore’s policy to respond to alleged copyright infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify uMore at firstname.lastname@example.org. For Your complaint to be valid, You must provide the following information in writing:
Under federal law, if You knowingly misrepresent that online material is infringing, You may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying uMore and its affiliates that Your copyrighted material has been infringed. The preceding requirements are intended to comply with uMore’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding Your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, uMore has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. uMore may also at its sole discretion limit access to the Services and/or terminate the User accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.