Terms & Conditions

End User Software License Agreement

Introduction

In this End User License Agreement (“EULA”), the words “we”, “us”, “our” and “Promptly”refer to Promptly Technology, Inc. The word “Representatives” refers to our directors, officers, employees, contractors, and agents. The words “you” and “your” refer to anyone who accesses or uses any portion of the Services, and to anyone claiming through or represented by such person. The words “Service” and “Services” mean any website, page, app, applet, information, communication, form, or other service that we provide. The word “Terms” means each and all of the terms and conditions in thisdocument, as they are from time to time edited or amended. Promptly is a platform for practices to communicate with their patients.

Agreement

Your access to and use of any Services are contingent on your agreement and continuing adherence to the TERMS of this EULA, including any Additional Terms as defined below. By clicking AGREE, and also by your use of any Service at any time, you agree to each such term and condition.

If you don’t consent to all of the Terms that are posted here at the time, you may not access or use any of the Services. Any such use you do make is at your sole risk.

PLEASE NOTE: THE ARBITRATION AND WAIVER SECTION AT THE END OF THIS EULA CONTAINS IMPORTANT TERMS THAT RELATE TO HOW YOU MAY AND MAY NOT RESOLVE ANY DISPUTES INVOLVING YOU AND US. IT CONTAINS CERTAIN WAIVERS OF RIGHTS AND REQUIRES THAT YOU RESOLVE ANY SUCH DISPUTES THROUGH INDIVIDUAL ARBITRATION RATHER THAN THROUGH ANY OTHER MEANS (INCLUDING, FOR EXAMPLE, CIVIL LAWSUITS OR PARTICIPATION IN ANY CLASS ACTIONS). YOUR AGREEMENT TO THESE TERMS, AND ALSO YOUR USE OF ANY SERVICES, MEANS THAT YOU ACKNOWLEDGE THAT YOU (1) HAVE READ AND THAT YOU UNDERSTAND THE ARBITRATION AND WAIVERS SECTION AND (2) THAT YOU AGREE TO BE BOUND BY THAT SECTION.

Future Changes and Additional Terms

We may at any time in the future modify these terms and conditions. Those modifications shall be effective immediately when they are posted on the Services. (The “Last Updated” date at the end of these Terms will tell you the date of such posting). You will be required to review and accept such revised Terms before you use the Services to which they apply. Again, any continued use of any Service constitutes your acceptance of the Terms that are posted at that time.

We may also affix to any Service additional terms and conditions (“Additional Terms”) that are specific to that Service and that add to or emphasize (but do not replace) these general Terms. For instance, you may agree to allow the Practice to share your personal identifiable information with a third party that provides financing options for qualified users, such as CareCredit. Once you agree to those Additional Terms (which may require you to agree to such third party’s EULA and Privacy Policy), each access or use by you of a Service constitutes your acceptance of (1) the Terms posted here at the time of your access or use of the Service, and (2) any Additional Terms affixed to that Service.

Other Policies. This EULA incorporates our Privacy Policy as well as any Additional Terms to which you have consented.

LIMITED LICENSE

We grant you a limited, individual, personal, non-exclusive, non-transferable, nonsublicensable license, revocable by us at any time for any reason, to use the Services subject to these Terms. If you are a healthcare provider customer of ours, you may use the Services for the limited commercial purpose of conducting your practice. If you are a patient, you may only use the Services for non-commercial purposes.

CERTAIN LICENSE RESTRICTIONS

You may not use the Services in any manner to upload or display or transmit any text, media, code, or information that we determine: (a) violates the privacy rights of any individual, including their rights to name, image, or likeness; (b) violates the copyright or other intellectual property rights of any other person; (c) contains any violent, sexually explicit, obscene, pornographic, racist, harassing, defamatory, or hateful content; (d) violates the law or results in any civil or criminal liability for any person or entity; or (e) contains any malicious computer code or that is intended to interfere with the operation of any computer or computer network..

When you upload, display, or transmit any media, text, or other content to any of the Services, you give Promptly a worldwide, paid-up, royalty-free, perpetual sublicensable license to use that media. (In this last sentence, the word “use” means to use, display publicly or internally, distribute, copy, store, modify or create derivative works from, as well as to sublicense through multiple levels any such right. Also, when you upload, display, or transmit any media, text, or other content to any of the Services, you warrant to us that you have all legal rights to do so. You indemnify and hold harmless Promptly and its Representatives against all liability (including claims, costs, and fees) that arises from or relates to such upload, display, or transmission.

Reservation of Rights

We reserve the right, without prior notice and in our sole discretion, to update, edit, change or discontinue any portion of the Services, or to suspend or terminate your access thereto.
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Age; COPPA Disclaimer

We do not direct the Services towards children under the age of 13, nor do we knowingly collect any information from children we know to be under the age of 13. By accessing or using any Service, you represent to us that you are at least 18 years old, or, if you are between 13 and 18 years of age, that you have valid consent from a parent or guardian for such access or use.
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Affirmative Consent to Communications

If at any time you download and install a Promptly App from any App Store, or access any Promptly application via a browser, you consent to receive in-App and electronic messages from us, as well as email messages, related to the App Services, directed to the email account of record for that App Store. If you subscribe to or request a Service that we deliver by email or text or voice call, you also consent to receive communications related to that Service at that email or text address or phone number.
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While Promptly will not be promoting any of its services to you, your clinicians and other third parties to whom you have consented to receive communications may also send you promotional communications via the Promptly Services. For all intensive purposes, the medical practice utilizing Promptly for communications is responsible for ensuring TCPA compliance to their patients, as well as to potential patients and customers. YOU CAN OPT OUT OF THESE PROMOTIONAL COMMUNICATIONS BY FOLLOWING THE “OPT OUT” DIRECTIONS IN THE FOOTER OF EACH SUCH EMAIL OR AS EXPLAINED IN THE INITIAL OPT-IN NOTIFICATION SENT VIA TEXT.
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PROVIDED AS-IS

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WE DO NOT WARRANT THAT YOUR USE THEREOF WILL BE FREE OF ERROR, DEFECT, RISK (INCLUDING, AS EXAMPLES, COMPUTER VIRUSES OR OTHER MALICIOUS CODE), DISRUPTION, OR UNAVAILABILITY. THE SERVICES ARE NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, ADVERSE EFFECTS, OR INTERACTIONS WITH OTHER DRUGS, SUPPLEMENTS, OR OTHER SUBSTANCES. THE SERVICES SHOULD NOT BE CONSTRUED TO INDICATE THAT USE OF A PARTICULAR DRUG (OR OTHER COURSE OF TREATMENT) IS SAFE, APPROPRIATE OR EFFECTIVE FOR YOU OR ANYONE ELSE.

ALWAYS CONSULT THE ADVICE OF A QUALIFIED HEALTHCARE PROFESSIONAL IMMEDIATELY IF YOU HAVE QUESTIONS OR CONCERNS ABOUT A MEDICAL CONDITION, ISSUE, OR TREATMENT, OR BEFORE CHANGING ANY DIET OR COMMENCING, CHANGING, OR DISCONTINUING ANY COURSE OF TREATMENT. IF YOU ARE EXPERIENCING SERIOUS OR PERSISTENT SYMPTOMS, OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM, YOU SHOULD CONTACT YOUR PHYSICIAN, OR SEEK URGENT-CARE MEDICAL TREATMENT, IMMEDIATELY.
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DISCLAIMER

PROMPTLY IS NOT A HEALTHCARE PROVIDER. YOUR USE OF THE SERVICES, AND YOUR RELATIOSHIP TO US OR OUR REPRESENTATIVES,” DOES NOT CONSITUTE A DOCTOR-PATIENT RELATIONSHIP. WE DO NOT PROVIDE MEDICAL ADVICE OR DIAGNOSIS. WE DO NOT PROVIDE REFERRALS, ENDORSEMENTS, OR RECOMMENDATIONS ABOUT ANY PARTICULAR HEALTHCARE PROVIDER OR MEDICAL TREATMENT. THE SERVICES PROVIDE A GENERAL INFORMATIONAL RESOURCE AND DO NOT CONSTITUTE MEDICAL OR HEALTHCARE PRACTICE, NOR DO THEY CREATE A PATIENTPROVIDER RELATIONSHIP BETWEEN ANY PERSONS. WE DO NOT ENDORSE, NOR DO WE WARRANT, THE APPROPRIATENESS, ACCURACY, TIMELINESS, EFFECTIVENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, APPLICABILITY TO A PARTICULAR PERSON, OR SAFETY OF ANY MEDICAL OR PHARMACEUTICAL TREATMENT, OR OTHER HEALTH REGIMEN, OR SERVICE PROVIDER, OR OF ANY PORTION OF THE SERVICES.

ANY USE OF THE SERVICES IS AT YOUR SOLE RISK. FOR ANY CLAIM, COMPLAINT OR OTHER ISSUE ARISING OUT OF OR RELATED TO THE SERVICES: (1) WE DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITY FOR SPECIAL, CONSEQUENTIAL (INCLUDING FOR LOSS OF REVENUE, BUSINESS OPPORTUNITY, OR OTHE LOSS CAUSED BY FAILURE OF ACCESS TO SERVICES) PUNITIVE, INCIDENTAL, OR OTHER DIRECT OR INDIRECT DAMAGES, REGARDLESS OF THEORY OF LAW ON WHICH SUCH DAMAGES MAY BE BASED; (2) YOUR SOLE, EXCLUSIVE REMEDY WILL BE TO DISCONTINUE YOUR USE OF THE SERVICES AND OUR CUMULATIVE LIABILITY FOR ANY DISPUTE (as defined in Arbitration and Waiver section below) SHALL BE $100. YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MIGHT HAVE UNDER ANY JURISDICTION THAT LIMITS THE APPLICABILITY OF GENERAL WAIVERS, INCLUDING THOSE RIGHTS UNDER CALIFORNIA CIVIL CODE 1542.
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Intellectual Property and Use of Information

The term “PROMPTLY” is our trade or service mark. Other marks displayed on the Services are the property of their respective owners.

We provide you with Services for your own personal use and that provision is not transferable by you.

You agree that you will not do or permit to be done any of the following: (i) copy, distribute, publish, translate (other than for your own personal and non-commercial use), or create derivative works from any Services; (ii) “data-mine”, “web-scrape,” “harvest,” bulk download, access via automated means, reverse-engineer, or make commercial use of any portion of the Services; (iii) link to, re-frame, embed or take any action with regard to, any of the Services, in any way that makes it appear to end-users that any portion of those Services are being provided by any person or entity other than us; (iv) violate any applicable law or regulation; or (v) use the Services for any fraudulent or misleading purpose or post to the Services or otherwise transmit any misleading, defamatory, intimidating, hateful, obscene, tortious, or trademark-protected or copyright-protected information or content, or any virus or other malware, or any unsolicited advertising, solicitation or spam.
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Copyright & Takedown

The appearance, content and organization of the Services are our copyrighted property and are protected by international copyright laws. Unless you have our prior written permission, you may not reproduce, re-publish, re-transmit, modify, prepare derivative works from, or make commercial use of any portion thereof.

We respect intellectual property rights and comply with the Digital Millennium Copyright Act, as from time to time amended. If you reasonably believe that any portion of the Services violates your valid copyright, please send to legal@promptlycheckin.com a notice containing each of the following:

(1) Your name, mail address, email address, and telephone number.
(2) A reasonably detailed description of the copyrighted work you believe the Service infringes.
(3) The location(s) on the Services of any such alleged infringement.
(4) Your statement, made in good faith, that you truthfully believe that any such infringement is unauthorized by the copyright owner (or that owner’s representative) or by applicable law.
(5) A statement, made and signed (by physical or valid electronic means) by you under penalty of perjury, that (a) the information in items (1)-(4) above is correct and (b) that you are either the copyright owner or their authorized representative.

Indemnification

You agree to indemnify, defend, and hold harmless us and our Representatives for any negligent, reckless, or intentional action by you or for any breach by you of these Terms.
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Account Information

If you register for a Promptly user account or download a Promptly app on your computer or mobile device, you are solely responsible for maintaining the security, robustness, and confidentiality of any account information–including but not limited to any account name or password–that you use on to access the Services. You agree to notify us promptly of any breach or misuse of your account information.
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Third Party Links, Resources, and Products

The Services may contain links to other websites operated by third parties or to information provided by third parties or may make reference to products or services made, offered, or sold by third parties. These links and references do not represent any endorsement or sponsorship of (nor do we make any representation or warranty regarding) these other sites, information, services, products or third parties. These links and references are provided solely for your convenience. Your use of those sites will be subject to the terms, conditions, and policies posted there.
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Survival

Any section of these Terms of Use which by their nature would be intended to be continue past your use of the Services (including, but not limited to, those sections related to Intellectual Property, Copyright & Takedown, Disclaimer, Third Party Links and Resources, Jurisdictions & Choice of Law), will survive in perpetuity.
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Severability

If any portion of these Terms of Use is adjudicated unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
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Merger

Other than any additional legal terms that we affix to, and that pertain specifically to, any particular Service (which additional terms shall be deemed to augment these Terms of Use), these Terms of Use represent the entire agreement between us, you, and anyone claiming through you, that arise from or relate to any use of the Services.
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Contact

Any questions related to Services should be sent to info@promptlycheckin.com.
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Miscellaneous

If one or more of the provisions contained in these Terms of Use (or any Additional Terms) shall for any reason be held to be excessively broad as to scope, activity, subject or is otherwise void or unenforceable under applicable law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with that law. If such construction is not permitted by that judicial body, then that specific portion will be deemed severable and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations hereunder without restriction, including, without limitation, those rights or obligations to any information that you provide or that has been collected by us in connection with the Services. No waiver by either party of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. We provide section headings and titles for convenience only and they are not intended to have substantive meaning. These Terms, are the entire agreement between you and us relating to the subject matter hereof and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter.
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Disputes

All Disputes (defined below) must be brought within twelve months of the date of the event giving rise to such Dispute. No Dispute may be brought after such date. To the fullest extent permitted by applicable law, all such Disputes will be governed by these Terms, including but not limited to the Arbitration and Waiver section below.
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LIMITATION OF LIABILITY

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR PROMPTLY ACCOUNT. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU ACTUALLY PAID TO PROMPTLY AND WHICH PROMPTLY RETAINED IN THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

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TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PROMPTLY PARTIES BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICES, OR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU SHALL AND HEREBY WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR LAW OF ANY JURISDICTION, WHICH SAYS IN SUBSTANCE THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR 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 RELEASED PARTY.”
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Arbitration and Waiver

If there is a dispute, claim, action, or disagreement (together, a “Dispute”) between you and us, please contact us immediately at info@promptlycheckin.com and we will try reasonably to resolve it. If we cannot reasonably resolve it, you agree that you and we will follow these steps exclusively:
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1. You and we will use our best efforts to settle any Dispute that you have through good-faith negotiation.
2. If we cannot settle the Dispute in the manner described in the previous sentence, you may initiate arbitration proceedings in the manner described in these Terms.
3. All arbitration proceedings will be held in Dade county in the state of Florida.
4. The Arbitration will be conducted under JAMS (formerly the Judicial Arbitration and Mediation Services, Inc) rules and procedures, in English, by a single JAMS-approved arbitrator that you and we mutually and in good faith select from a list provided by JAMS of Florida arbitrators. The arbitration costs will be paid as specified in JAMS rules and procedures. The arbitrator will have sufficient experience in user license agreements of this type. If you and we cannot in good faith agree on an arbitrator, we will allow JAMS officials in Florida to select one they deem qualified.
5. Each party will have the right to seek non-monetary, equitable relief (such as, for example, injunctions) to protect their intellectual property rights.
6. OPT-OUT – Within the first 30 days after your first accept these Terms or use any Services, you may elect to opt out of these Arbitration and Waiver terms by sending us a written letter containing a reasonably clear and detailed description of your decision to so opt out. To ensure receipt, all such letters must be sent by a nationally recognized overnight carrier, or by United States Postal Service registered, certified, express, or priority mail, with proof-of-delivery.
7. OPT-OUT VENUE – If you do send the notice under the preceding paragraph, or if the arbitration provisions of this EULA are adjudicated to be unenforceable, you agree that all Disputes will be heard in the state and federal courts in Dade county within the state of Florida.