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Dental Coding Terms and Conditions

1. USER’S ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS

eAssist, Inc., dba Practice Booster (“Practice Booster” “we”, “us”, or “our”) provides an outsourced dental service platform (“platform”) consisting of various technology, software, databases, information, networks, and support services, as well as our websites located at www.dentalbilling.com, www.dentalbillingjobs.com, www.practicebooster.com, www.dentalcoding.com and all associated and related sites, whether connected by direct link or otherwise (the “Site”). These terms of use (the “Terms of Use”) cover your access and use of (a) the Site and all associated and related sites, whether connected by direct link or otherwise (collectively, the “Site”) and (b) all products and services accessed, used or provided through the Site or platform, regardless of whether Practice Booster or third parties are providing the same (collectively, the “Services”).

Your use of the Site and the Services is subject to your compliance with the Terms of Use, your compliance with all other written agreements you may have with us or any of our Affiliates, including payment of all applicable platform fees, and your compliance with all posted rules applicable to the Services that may contain terms and conditions in addition to those in these Terms of Use. All such rules are hereby incorporated by reference into the Terms of Use.

YOU AGREE TO THESE TERMS OF USE, EFFECTIVE IMMEDIATELY, BY CREATING AN EASSIST ACCOUNT, BY USING THE SITE OR PLATFORM, OR BY PURCHASING, ACCESSING, OR USING ANY OF THE SERVICES. IF YOU DO NOT AGREE, THEN DO NOT CREATE A PRACTICE BOOSTER ACCOUNT, DO NOT USE THE SITE OR PLATFORM, AND DO NOT PURCHASE, ACCESS, OR USE ANY OF THE PRODUCTS OR SERVICES.

The Terms of Use were last updated on the date set forth above. We expressly reserve the right to change the Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Site and the Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of the Site or platform or receipt of the Services after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by them. You can review the most current version of the Terms of Use at any time at the Site. For questions about the Terms of Use, please email legal@eassist.me.

As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or its contents, as well as the Services.

2. REGISTRATION

In order to access the Site or platform or receive the Services, you must obtain a Practice Booster account and password by completing or entering into platform user or similar agreements and related forms (some of which may be online) that request certain information and data (“Registration Data”). You agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. You are responsible for maintaining the confidentiality of your account access information and restricting access; you must immediately notify Practice Booster of any unauthorized use or any other security breach. You agree that you are fully responsible for all activity occurring through your account, regardless of whether you have authorized that activity.

You grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Site or the Services, including your Registration Data, is subject to our Privacy Policy.

3. CONTENT

The Site contains material, such as text, graphics, images, video, audio and other material (collectively referred to as the “Content”). The Content may be owned by us or may be provided through an arrangement we have with others, including users of the Site, third parties and their partners, sponsors, or affiliates. In some cases Content is provided by users of the Site in connection with the platform, Services or otherwise (sometimes referred to herein as “User Content”).

We neither endorse nor assume any liability for any User Content. However, we and our agents have the right in our sole discretion to remove or edit any User Content that, in our judgment, does not comply with the Terms of Use or any other rules of user conduct for the Site, platform or Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of User Content.

While you retain all rights in your User Content, you grant us and our agents and Affiliates, subject to any applicable HIPAA Business Associate Agreement, a non-exclusive, paid-up, irrevocable, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such materials regardless of the form or medium (now known or not currently known) in which it is used, including but not limited to, display through the platform and in connection with Services, and display on the Site for the purpose of demonstrating how our platform can be used and Services. You are solely responsible to make and retain any copies of the User Content you need for your purposes before your account is suspended or terminated.

You represent that you are authorized to use the Site and platform, receive Services, and provide all Content that you submit.

You understand and agree that we do not control User Content and cannot and do not guarantee the accuracy, integrity or quality of such User Content. Unless expressly stated otherwise, any advice, opinions, statements or other information provided by any Site or platform user are those of the user who prepared the work and does not necessarily represent our views.

4. INTELLECTUAL PROPERTY

You acknowledge and agree that all Content presented to you on the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and that all Content other than User Content is the sole property of Practice Booster, its Affiliates, or its licensors. You are only permitted to use the Content as expressly authorized by us or the specific content provider. Any unauthorized use of Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. You have no rights in or to any Content that is not your own, and you may not use the Content except as permitted under the Terms of Use. No other use is permitted without prior written consent from us or the owner of the Content. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not aggregate, sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of the Terms of Use, your permission to access and/or use the Content, the Site, the platform, and/or the Services may automatically terminate in Practice Booster’s sole discretion, and you must immediately destroy any copies you have made of the Content. You are permitted to share, display, and make copies of any public content, provided all such materials retain proper copyright notices. In no event are you permitted to rent or sell the information you obtain through the use of the Site or platform.

The look and feel of the Site and platform is a copyright of Practice Booster. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Site or platform without express written permission from Practice Booster.

5. THIRD-PARTY ACCESS

Except as required by law and as described here, you will not permit any third party to access the Site or platform using your account. You may allow your employees to use the Site or platform on your behalf in compliance with the Terms of Use and in compliance with all other written agreements you may have with us or any of our Affiliates. You are responsible for all use (including misuse) of the Site or platform accessed through your account. You acknowledge that you are responsible for ensuring that the Site, platform or Services accessed through your account are used appropriately and that all health-related information is properly protected under applicable law.

6. USER CONDUCT

Your use of the Site and platform and receipt of the Services is subject to all applicable laws and regulations, and you are solely responsible (a) to assure that your use of the Site and platform and receipt of the Services is in compliance therewith and (b) for the substance of your communications through the Site and platform and in connection with receiving any Services.

You agree that you will not do—or attempt to do—anything that, in our sole discretion, could undermine the security, function, or value of the Site, platform or Services, including, without limitation, any of the following:

  1. modify, adapt, disassemble, decompile, reverse engineer, reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site, the platform or Services, or use or access to the same;
  2. access data not intended for you or log onto a server or an account which you are not authorized to access;
  3. probe, scan, or test the vulnerability of a system or network or attempt to breach security or authentication measures;
  4. access or use the Site or platform, or receive the Services or any portion thereof without authorization, in violation of the Terms of Use, any other agreements with us or our affiliates, or in violation of applicable law;
  5. use any automated or other means, including without limitation, agents, robots, scripts, or spiders, to access, monitor, copy, or harvest data from the Site; deep-link to any feature or content on the Site; or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site;
  6. collect usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other undesirable communications;
  7. use the Site, platform or Services in any way that, in our sole discretion, degrades the reliability, speed, or operation of the same or any underlying hardware or software thereof;
  8. interfere with anyone else’s use and enjoyment of the Site, platform or Services;
  9. transmit any worms, viruses or any code of a destructive nature; and/or
  10. modify any other website so as to falsely imply that it is associated with Practice Booster or our platform.

You may not use the Site or platform in connection with promoting anything that, in our sole discretion, is unrelated to the same or is harmful, hateful, obscene, or unlawful. You agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content—including text, communications, software, images, sounds, data, or other information—that does any of the following:

  1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party;
  4. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  5. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and/or
  6. impersonates any person or entity, including any of our employees or representatives.

You agree that we may at any time, and in our sole discretion, terminate or suspend your subscription, membership, or other affiliation with our Site or platform without prior notice to you for violating any of the provisions of this section. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

7. CLAIMS OF COPYRIGHT INFRINGEMENT

We disclaim all responsibility and liability for copyrighted materials posted on our site. If you believe that your work or the work of someone you represent has been copied or utilized in a manner on or through the Site or platform that constitutes copyright infringement, please follow the procedures set forth below.

Practice Booster respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Practice Booster’s Designated Agent for Claimed Infringement, identified below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site or platform by sending us a signed notice (“Notice”) complying with the following requirements:

  1. identify, in enough detail that we can identify it, the copyrighted works you claim have been infringed;
  2. identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or platform where such material may be found;
  3. provide your mailing address, telephone number, and, if available, email address; and
  4. include both of the following statements in the body of the Notice:

    “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”

    “I hereby swear under penalty of perjury that the information in this Notice is accurate and that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed.”

Designated Agent for Claimed Infringement:
Contact: Practice Booster General Counsel
Email: legal@eassist.me
Address: 665 West 750 North, American Fork, UT 84003
Phone: 1-844-eAssist
You acknowledge and agree that upon our receipt of a Notice, we may immediately remove the identified materials from our Site or platform without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided by applicable law.

8. PUBLICITY

By using the Site or platform or otherwise paying for Services, you grant us the irrevocable, perpetual right and license to list and display your name, trademark, image and logo in connection with our customer lists, marketing materials, and press releases, in print or on the web, to announce that you are using our platform or receiving Services.

9. DISCLAIMERS

ALL MATERIALS, CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SITE, PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SITE, PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, PLATFORM OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SITE OR PLATFORM COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SITE, PLATFORM, MATERIALS AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE SITE, PLATFORM, MATERIALS OR SERVICES MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE THE SAME.

THE USE OF THE SITE AND PLATFORM, AND RECEIPT OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Content available through the Site sometimes represents views, opinions, and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Practice Booster spokesperson speaking in his/her official capacity. Please refer to any specific editorial policies posted on the Site or platform for further information, which policies are incorporated by reference into the Terms of Use.

You understand and agree that your data is being stored in the cloud and that temporary interruptions of the services available through the Site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Site, and therefore, delays and disruption of other network transmissions are completely beyond our control. You agree that you will not hold us accountable or liable for any of the occurrences described in this section.

Practice Booster reserves the right to do any of the following, at any time, without notice: (1) modify or change the Site, or any portion of the Site, and any applicable policies or terms and (2) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

10. NO PROVISION OF CERTAIN ADVICE OR SERVICES

Practice Booster is not your accountant or lawyer, and use of the Site or platform, or receipt of any Services does not constitute the receipt of accounting or legal advice. If you have any accounting or legal questions, please contact your own accountant or an attorney.

It is your sole responsibility to determine that the Site, platform and Services meet the needs of your business and are suitable for the purposes for which they are used.

You remain solely responsible for complying with all applicable accounting, tax, and other laws. It is your responsibility to ensure that your data storage and access through the Site, platform and Services complies with laws applicable to you (including any laws requiring you to retain records).

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM RELIANCE ON INACCURATE CONTENT LISTED ON THE SITE OR LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE PLATFORM, OR RECEIPT OF THE SERVICES, OR USE OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE SITE OR PLATFORM.

YOU UNDERSTAND AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH OR DAMAGES OR LOSSES RESULTING FROM THE CONTENT, SITE, PLATFORM OR THE SERVICES IS TO CANCEL YOUR ACCOUNT AND TO DISCONTINUE YOUR USE OF THE SITE, PLATFORM, CONTENT, AND SERVICES.

IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING EXCLUSIONS OF LIABILITY, WE, OUR AFFILIATES, OR ANY OF OUR EMPLOYEES, SERVANTS OR AGENTS IS LIABLE TO A USER FOR ANY AMOUNTS UNDER THESE TERMS OF USE UNDER ANY THEORY OF RECOVERY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, OUR (OR OUR AFFILIATES’, EMPLOYEE’S, SERVANT’S OR AGENT’S, AS APPLICABLE) TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO EASSIST FOR ANY SERVICES IN THE PREVIOUS THREE MONTHS.

YOU UNDERSTAND THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, WE WOULD NOT BE ABLE TO OFFER THE SITE OR PLATFORM OR ANY SERVICES, AND THAT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF THEY WOULD CAUSE YOUR REMEDIES UNDER THESE TERMS OF USE TO FAIL OF THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold Practice Booster and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Site, platform or Services. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, in which event you will cooperate with us in asserting any available defenses.

13. TERMINATION OF USE

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of the Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the Site and platform and to receive the Services immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site or platform. We have no obligation to retain any Content provided by you. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

14. DISPUTE RESOLUTION

  1. Non-binding Mediation. Any and all disputes arising from, or relating in any way to, these Terms of Use, the Privacy Policy, platform, any other agreement you have with Practice Booster, any Services, or your relationship with Practice Booster (including without limitation any claimed employment with Practice Booster or one of our affiliates), or the termination of your relationship with Practice Booster, and that involves Practice Booster and/or any affiliates, shareholders, members, managers, officers, directors or employees of Practice Booster, shall first be attempted to be resolved through good faith, non-binding mediation pursuant to the following terms: within ten (10) business days after notice of demand for mediation has been made by a party, the parties, or their counsel, shall in good faith discuss the issues involved, discuss a suitable mediator and mediation procedure, and agree on mediation rules particularly tailored to the matter in dispute, with a view to the dispute’s prompt, efficient, and just resolution, and the parties hereto shall conduct not less than four (4) hours of non-binding mediation on each such dispute, with such mediation to occur, unless otherwise required by applicable law, in the State of Utah. Unless otherwise required by applicable law, you and Practice Booster will each pay one-half of the mediator’s fees. Each of the parties expressly agrees that the mediation of any said dispute is an express precondition for proceeding with further legal action of each such dispute.
  2. Binding Arbitration. After such mediation of any dispute under Section 14(a) above, or in the case of a failure by any party to so mediate, except as prohibited by applicable law, you and Practice Booster agree that any dispute arising under or relating to these Terms of Use, the Privacy Policy, platform, any other agreement you have with Practice Booster, any Services, or your relationship with Practice Booster (including without limitation any claimed employment with Practice Booster or one of our affiliates), or the termination of your relationship with Practice Booster, must be submitted to and decided by binding arbitration before a single arbitrator in Utah County, Utah (unless applicable law requires a different location). The arbitration will be administered by Utah ADR Services in accordance with the provisions and procedures set forth in the Utah Uniform Arbitration Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”) in effect at the time the arbitration is commenced.
  3. Arbitration Process and Rules. The arbitration required under Section 14(b) above will be conducted by an arbitrator selected by the parties from a Utah ADR Services panel of arbitrators, or, if they are unable to agree on the selection, by an arbitrator appointed by Utah ADR Services. Either party may be represented by legal counsel in the arbitration. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery will be conducted in accordance with the Utah Rules of Civil Procedure; provided, however, that incorporation of those rules will not supersede the terms of these Terms of Use. The arbitrator may grant injunctions or other relief in the dispute, and will not otherwise be limited in the types of relief that can be granted through the arbitration. A written decision will be issued by the arbitrator that sets forth the essential findings and conclusions on which the arbitration award is based. Any arbitral award determination will be final and binding upon the parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You acknowledge that you may contact Utah ADR Services if there are questions about the arbitration process.
  4. Arbitration Costs. Unless otherwise required by applicable law, you and Practice Booster will each pay one-half of the costs and expenses of the arbitrator. Subject to Section 15(i) below, each party to the arbitration will pay that party’s own counsel fees and expenses, provided that nothing in these Terms of Use will limit the arbitrator’s ability to provide any lawful remedy. Pursuant to Section 78B-11-105 of the Arbitration Act, in the event of conflict between the terms of these Terms of Use and the provisions of the Arbitration Act, the terms of these Terms of Use will control.
  5. IMPORTANT NOTICES. THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR AND EASSIST’S RIGHT TO A JURY TRIAL. BY AGREEING TO THESE TERMS OF USE AS DESCRIBED HEREIN, YOU VOLUNTARILY AND KNOWINGLY ENTER INTO THIS ARBITRATION PROVISION.
  6. No Class Action Claims or Actions. Practice Booster and you expressly intend and agree that each will forgo pursuing any covered dispute on a class, collective, or representative basis and will not assert class, collective, or representative action claims against the other in arbitration, court or otherwise. Each party shall only submit such party’s own, individual claims in arbitration, court or otherwise. Each party shall be entitled to seek dismissal of any class, collective, or representative claims that the other party attempts to bring and may assert these Terms of Use as a defense in any proceeding in which class, collective, or representative actions are brought.
  7. Exclusive Jurisdiction. Subject to all other portions of this Section 14 above, any legal action on any dispute arising under or related to these Terms of Use will be brought, and will be located, in the State of Utah only, and the applicable state and federal courts located in the State of Utah will have exclusive jurisdiction over any such action between you and Practice Booster and its enforcement. You and Practice Booster agree and consent to the exclusive jurisdiction of those courts, and to service of process in the manner provided for notices in Section 15(g) below.
  8. Timeliness of Claim. Any claim or cause of action brought by you against us or our affiliates must be instituted within one year after the claim or cause of action arises or it shall be deemed forever waived and barred.

15. MISCELLANEOUS

  1. Governing Law. These Terms of Use and our Privacy Policy will be governed and construed in accordance with the substantive and procedural laws of the State of Utah, without giving effect to any choice of law provisions thereof and excluding the CISG (the United Nations Convention on Contracts for the International Sale of Goods). Practice Booster makes no representations that the Site, platform or any Services are appropriate or available for use outside of the United States.
  2. No Waiver, Entire Agreement. The failure of Practice Booster to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. Subject to any user or other agreement you may have with us, the Terms of Use constitute the entire agreement between you and Practice Booster with respect to the specific subject matter hereof, superseding any prior terms of use with respect to the Site.
  3. Modification. The Terms of Use may not be altered, supplemented, or amended by the use of any other document(s), except by way of updated or new terms of use issued by us in place of the Terms of Use. Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us.
  4. No Responsibility for Third Parties. You understand that Practice Booster may use third-party vendors and hosting partners to provide the necessary hardware, software, networking, cloud services, storage, and related technology required to run the Site and Practice Booster is not responsible for the shortcomings or failures of any such third parties.
  5. Immediate Account Termination for Abuse. Verbal, physical, written or other abuse (including threats of abuse or retribution) made or caused by you or your agents to any Practice Booster customer, employee, subscriber or platform user, member, or officer will result in your immediate account termination.
  6. Electronic Communications. You consent to receive communications from us electronically. You agree that all agreements with us can be entered into and signed electronically in accordance with applicable law, and all notices, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing.
  7. Written Notice. Written notices required or permitted under the Terms of Use must be in writing and will be effective (a) three business days after deposit in the U.S. Mail, certified, return receipt requested, postage prepaid; (b) one business day after deposit with a reputable express next day courier providing written receipt of delivery; or (c) the business day immediately after receipt via email, in each case addressed to the parties as follows:

    If to Practice Booster:
    Practice Booster, Inc.
    665 West 750 North
    American Fork, UT 84003
    Email: legal@eassist.me

    If to you:
    At the address or email listed on your Practice Booster account or that you otherwise provide to us.

  8. Password and Account Security. You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Except as expressly allowed under the Terms of Use, you may not transfer or share your account or subscription with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.
  9. Attorneys’ Fees. In any action to enforce the Terms of Use or other dispute or action otherwise described in Section 14 above, the prevailing party will be entitled to costs and attorneys’ fees and costs.
  10. Assignment. You may not assign your rights and obligations under the Terms of Use to any party, and any purported attempt to do so will be null and void. We may freely assign our rights and obligations under the Terms of Use.
  11. Nondelivery or Delay. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Site, platform or any Services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, pandemic, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
  12. Severability. If any part of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions hereof shall remain in full force and effect.