Website Service Terms of Service & Terms of Service Terms of Service
The Integrated Care Website Terms of Service is legally binding between you as the Client and Integrated Care Strategists, LLC (“Integrated Care”, “we”, “our”).
These Terms of Service are located at https://www.integratedcarestrategists.com/terms-of-service and govern your use of Website, as well as the services, features, contents and applications operated by us (together with the Website, the “Services”). Please read these Terms of Service carefully before proceeding with this Terms of Service or using the Services. If you are using our Services on behalf of an organization, you represent and warrant that you have authority to bind your organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of such organization. Agreeing to use the Services by clicking the Sign Up Service Engagement Options constitutes your acceptance and Terms of Service to be bound by these Terms of Service and all other operating, rules, policies and procedures that may be published from time to time on the Website by us, each of which is incorporated by reference and each of which may be modified from time to time without notice to you. You acknowledge receipt of and agree to our Website Service Agreement https://www.integratedcarestrategists.com/about/#deposits Website Privacy Policy https://www.integratedcarestrategists.com/privacy-policy, Cookies Policy https://www.squarespace.com/cookie-policy, and Third Party Services Policy https://www.integratedcarestrategists.com/third-party-services (collectively “Policies”). If you ordered the Services on the Website, use the Website, or otherwise engage in any electronic transaction with respect to the Services, you agree to receive any updates to our Policies by accessing the Website. By using our Website or purchasing our products or services, you agree that we may use and share your personal information in accordance with the terms of our Policies.
These Terms of Service provide that all disputes between you and us, including those involving our Policies, will be resolved by BINDING ARBITRATION. YOU RELINQUISH YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. Any dispute will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and you cannot bring a class action. Please review Section 3 below for the details regarding your Terms of Service to arbitrate any disputes with us. NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Terms of Service shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
We reserve the right, at any time and from time to time, to amend or to modify these Terms of Service without prior notice to you, provided that these alterations do not constitute a material change to these Terms of Service. Amendments and modifications will be announced on the Website and shall take effect immediately. Continued access or use of the Services after any such amendments or modifications constitutes consent to be bound by such amended or modified Terms of Service. We encourage you to review the Terms of Service whenever you use the Services. If you do not agree to any amendment or modification, then you must stop using the Services immediately.
1. Privacy. We take your privacy seriously. Please consult our Website Privacy Policy, which can be found at https://www.integratedcarestrategists.com/privacy-policy, before using the site. Except as provided in the Privacy Policy, we will not sell or disclose your personally identifiable information to third parties without your consent. Like most websites, we use cookies and/or web beacons to enhance your experiences, gather general visitor information, and track visits to our website. This information includes, but is not limited to, IP addresses, browser details, timestamps, and referring pages. None of this information can personally identify visitors to this site. This information is tracked for routine administration and maintenance purposes. Our Cookie Policy can be found here https://www.squarespace.com/cookie-policy and our Third Party Services Policy here https://www.integratedcarestrategists.com/third-party-services.
2. WARRANTIES AND DISCLAIMERS. Subject to your obligations hereunder we warrant that our services when performed shall have followed industry best practices. EXCEPT FOR THE EXPRESS WARRANTIES IN PARAGRAPH 3 OF THIS TERMS OF SERVICE, NEITHER PARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. UNDER NO OTHER CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, INCOME, OR PROFIT. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SUBJECT MATTER OF THE TERMS OF SERVICE WILL NOT EXCEED THE AMOUNTS RECEIVED BY US FROM YOU DURING THE TWELVE MONTHS PRIOR TO THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH A CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY CLAIMS MADE AGAINST IT IN A LEGAL PROCEEDING FILED AGAINST IT BY THE OTHER PARTY MORE THAN ONE YEAR AFTER ANY CAUSE OF ACTION AROSE. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT SUCH PARTY IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM US UNDER THIS TERMS OF SERVICE.
3. Resolution of disputes and release. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT, AND EQUITABLE CLAIMS CAPAPLE IN LAW OF BEING SUBMITTED TO BINDING ARBITRATION) AGAINST US, OUR AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SUCCESSORS, ASSIGNS, OR AFFIALIATES (COLLECTIVELY, FOR PURPOSES OF THIS PARAGRAPH, “INTEGRATED CARE”) ARISING FROM OR RELATING TO THIS TERMS OF SERVICE, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY THEREOF THE RELATIONSHIPS BETWEEN THE PARTIES, WHETHER PRE-EXISTING, PRESENT, OR FUTURE (INCLUDING TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW). RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THIS TERMS OF SERVICE SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION APPLYING MISSOURI LAW. THE ARBITRATION WILL BE LIMITED SOLELY TO THE DISPUTE OR CONTROVERSY BETWEEN INTEGRATED CARE AND YOU. ANY AWARD OF THE ARBITRATOR(S) SHALL BE FINAL AND BINDING ON EACH OF US, AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.
4. Confidentiality.
(A) Confidentiality Information Defined. “Confidentiality Information” shall mean any information, written or non-written, materials, and data, in any form, that you disclose and identify. We agree to use the same degree of care in protecting your confidential information as we use to protect our own, and to the extent permitted by law.
(B) Methods of Communication/Confidentiality. We are mindful of our obligation to preserve your Confidential Information. Never give us legally protected information or personally identifiable information The exchange of documents using the Internet, or even direct computer-to-computer data transfer, may involve risk that information will be retrieved by third parties. Please be aware that (1) e-mail communication is not a secure method of communication in all circumstances, (2) any e-mail that is sent to you or by you to us may be copied and held by various computers that it passes through as it goes from the sender to the recipient, (3) persons not participating in our communication may intercept such messages by improperly accessing your computer or our computer, or even some computer not related to either you or us.
5. General Provisions.
a) Severability and Survivability: If a court of competent jurisdiction determines that any term or provision of this Terms of Service is invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining terms and provisions of this Terms of Service, which shall continue to be given full force and effect. Sections 1, 2, 3, 4, and 5 shall survive the termination of this Terms of Service and any other Terms of Services between you and us.
b) Captions: The captions of the paragraphs of this Terms of Service are for convenience only and shall not affect in anyway the meaning or interpretation of this Terms of Service or any of the provisions hereof.
c) Binding Effect: This Terms of Service shall be binding upon, and shall inure to the benefit of, the Parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.
d) Waiver: Any failure of either Party to comply with any obligation, covenant, Terms of Service, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other Parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, Terms of Service, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.
e) Governing Law: Notwithstanding the place where this Terms of Service may be executed by any Party, this Terms of Service, the rights and obligations of the Parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of the State of Missouri and such laws shall govern all aspects of this Terms of Service.
f) Assignment: This Terms of Service and the rights and duties hereunder shall not be assignable by you except upon written consent of us.
g) Force Majeure: Neither party shall be liable (except for payment obligations) for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, improper shut down of the Covered Devices and related Supported Software. You may terminate this Terms of Service if a force majeure event affecting us continues substantially uninterrupted for a period of 15 days or more. In the event of any failure or delay caused by a force majeure event, the affected party shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such force majeure event.
h) Independent Contractors. The relationship between the parties is that of independent contractors. Nothing contained in this Terms of Service shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
i) Attorneys' Fees. In any action between the Parties to enforce any of the terms of this Terms of Service, the prevailing Party shall be entitled to recover all expenses, including reasonable attorneys' fees.
j) Entire Terms of Service (Integration Clause): The Website Services Agreement and the Terms of Service constitutes the entire Terms of Service between the Parties and supersedes all prior Terms of Services between the Parties, whether written or oral, relating to the same subject matter. We may change this Terms of Service at any time, without notice to you, but the Agreement may only be changed through formal, written, and mutually agreed upon Amendment.
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