Terms of Service
Last Modified: February 5, 2024
Haccah Solutions Inc. (“Haccah,” “we,” “us,” or “our”) provides and makes available the Haccah website (www.haccah.com) (the “Website”) and our online services (the “Services” and, together with the Website, the “Haccah Platform”) according to these Terms of Service (the “Terms”). These Terms apply to any access to or use of the Haccah Platform and by accessing or using the Haccah Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. Please read them carefully. If you do not agree to and accept these Terms, you may not access or use the Haccah Platform. Your use of the Haccah Platform is also subject to any terms, policies or rules that we may post or provide a link to on our Website, including Haccah’s Privacy Policy. All such terms, policies and rules are considered part of these Terms and are expressly included by reference.
BY ACCESSING OR USING THE HACCAH PLATFORM, YOU, THE USER, REPRESENT, WARRANT AND COVENANT THAT: (i) YOU ARE AT LEAST 18 YEARS OF AGE; (ii) YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM; AND (iii) YOU WILL ONLY ACCESS AND USE THE HACCAH PLATFORM IN ACCORDANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS.
IF YOU ARE ACCESSING OR USING THE HACCAH PLATFORM ON BEHALF OF A COMPANY, HEALTHCARE PRACTICE OR OTHER ORGANIZATION (“ORGANIZATION”), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND YOU REPRESENT, WARRANT AND COVENANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN SUCH A CASE, “YOU” AND “YOUR” WILL REFER TO BOTH THAT ORGANIZATION AND YOU INDIVIDUALLY. FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND HACCAH.
1. Changes to Terms.
We may, at any time, revise these Terms or any policies or rules included in these Terms by updating this webpage or the webpage hosting the relevant policy or rule. The date these Terms were last revised is identified at the top of the page. As you are bound by these Terms each time you visit the Website or use our Services, you are responsible for periodically reviewing the amendments to these Terms and are deemed to have accepted and agreed to such amendments by accessing or using the Website or Services after such amendments have been posted. If you do not agree with any amendments, you will immediately stop accessing the Website and using the Services, and you will terminate your Account with us (if any). We may (but have no obligation to) send you notice of any material changes to these Terms or any related policies or rules.
2. Your Account.
You must create a user account with Haccah (your “Account”) in order to access our Services, and we will ask you to create a username and password to protect your Account or sign in using a supported third-party authentication provider. You represent and warrant that the information you provide to us is accurate and complete and that you will promptly update your Account if any of the information changes. You are solely responsible for keeping your login credentials confidential for all uses of our Services. You agree you are responsible for any activity on your Account, whether or not you authorized that activity. You must immediately notify Haccah of any unauthorized use of your Account. We may refuse to grant you login credentials that are already in use, impersonate someone else, are or may be illegal, are or may be protected by trademark or other proprietary rights, are vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion.
3. Privacy.
Our Privacy Policy describes how we collect, use, and disclose your personal and health information . You share responsibility for maintaining your privacy and security, and we ask that you keep your username and password secure and not share that information with any third parties. We encourage you to familiarize yourself with our Privacy Policy for more details about what personal and health information we collect, process, and disclose, and how we protect your information. When you access or use the Haccah Platform you agree to our Privacy Policy, which is expressly incorporated into these Terms by reference, and consent to our processing of your information in accordance with our Privacy Policy. If you provide us with personal and/or health information of a minor or other third party, you represent, warrant and covenant that you are legally authorized to provide us with such information and have complied with all applicable laws, rules and regulations.
4. HIPAA Compliance.
All medical, behavioral, health, and wellness providers (“Providers”) are “Covered Entities” under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations and are required under HIPAA to abide by certain standards to protect the security and privacy of the Providers’ Patients’ protected health information (“PHI”). To the extent Haccah receives PHI from a Provider or from a Patient of a Provider, Haccah is a “Business Associate” (as defined under HIPAA) of the Provider, and the Provider (as a Covered Entity) and Business Associate are required to enter into a Business Associate Agreement containing the applicable privacy and security standards. Our HIPAA rights and obligations as a Business Associate and the rights and obligations of the Covered Entity are set forth in the Haccah Business Associate Agreement, and by accepting these Terms of Use or subscribing to our Services, the provisions of the Haccah Business Associate Agreement apply to you, the Covered Entity.
5. Description of Services.
Our Services enable Providers to create and post, or send via email, electronic forms and other documents to patients and prospective patients (“Patients”). Information and data entered into such forms is then processed by Haccah and converted into reports for the applicable Providers to increase efficiency and understanding.
Patient information collected and stored by the Haccah Platform is hosted by a third-party hosting provider. We may use different third-party providers to facilitate different aspects of the Services. If you have any questions about our Services, please contact us.
Whether you are a Provider paying for our Services, or a user or Patient of a Provider, these Terms and all policies incorporated by reference apply to you.
6. Representations and Warranties.
If you are a Provider using our Services, you represent, warrant and covenant that: (i) you have the lawful authority, under all applicable laws, rules and regulations, to collect, store and use the personal and health information you collect via the Services (whether directly from Patient forms or through Haccah reports generated in connection with such forms); (ii) you will only use the Haccah Platform in accordance with applicable laws, rules, regulations and these Terms; (iii) you have the express, written consent of each Patient you send electronic messages to via the Services to collect, store and use their personal and health information; and (iv) you will not send unsolicited commercial electronic messages via the Services.
If you are a Patient submitting information or data to the Haccah Platform, you represent, warrant and covenant that: (i) your Provider is authorized to use the Haccah Platform to collect and store your personal and health information; and (ii) you will only use the Haccah Platform in accordance with these Terms.
7. Special Terms for Providers.
If you are a Provider, you agree that:
(i) You are fully responsibility and liable for any damages, penalties or fines arising from the collection, storage, use, misuse, loss or theft of any personal or health information you collect and store via our Services from your Patients and anyone else you collect information from or engage with on the Services;
(ii) You are responsible for ensuring you enter the appropriate agreements and seek the appropriate consents from your Patients and anyone else you engage or send electronic messages to via the Services. In those agreements, you shall ensure that you have consent to permit us to collect, store and process their personal and health information on your behalf, as a service provider to you, and specify to them that you are using our intake, messaging, and other services. Without limiting the foregoing, you agree to have in place all privacy, HIPAA and other policies and procedures required for the collection, storage and use of personal and health information;
(iii) To the extent you rely on our Services to enter any agreements electronically with your Patients and anyone else you engage, it shall be your obligation to ensure such electronically formed agreements are permissible and binding under applicable laws;
(iv) Haccah is not your agent. Our Services merely facilitate your intake, messaging, document sharing and contracting process with your Patients and anyone else you send electronic messages and agreements to. You need to have in place your own terms and conditions, privacy policy and/or other terms that govern your relationship with such third parties;
(v) You will advise your Patients and anyone else you collect information from or engage with on the Services, as soon as reasonably possible, if you have any reason to believe their personal or health information handled by you on our Services is stolen, lost or accessed by an unauthorized person; and
(vi) You will promptly respond to inquiries from any third party, including Patients, about your information practices, requests for access or correction of records and complaints about your information practices.
8. Fees and Charges.
You must provide a valid credit or debit card number to begin receiving our Services. You represent and warrant that you are authorized to use such credit or debit card account, and you agree to pay all charges incurred using your Account. In accordance with our Privacy Policy, you agree that we may pass your credit or debit card information and related personal information to our designated service provider(s) for their use in charging you for the Services ordered by you. We reserve the right to accept or reject orders for any reason.
Our Services are made available to you on a subscription basis with either a monthly or annual fee. This means that once you become a subscribing user, your subscription will automatically renew based on the subscription you chose (i.e., monthly or annually) unless you cancel by following the instructions in these Terms or your subscription is otherwise terminated by Haccah. Following non-renewal, cancellation, or termination of your subscription for any reason, you will no longer have access to the Services. Your subscription may only be canceled through your Account on the Website. All subscription fees paid or due are non-cancellable and non-refundable.
UNLESS YOU NOTIFY US WITHIN YOUR ACCOUNT ON THE WEBSITE PRIOR TO THE END OF THE CURRENT SUBSCRIPTION PERIOD THAT YOU WISH TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES. Please contact support@haccah.com if you are unable to access your Account.
Please ensure that your billing information is correct to prevent your subscription from lapsing. Prices and terms for subscriptions may change at any time. The price and terms in place when you made your initial purchase or when your subscription last renewed will stay in effect for the duration of that subscription period, but new prices and terms may apply to renewals or new subscriptions. Haccah will give you reasonable notice of any change in price or subscription terms before they go into effect. If you do not want to renew your subscription under these new prices or terms, you may cancel your subscription as described above, after which you will no longer have access to the Services.
Haccah uses a third-party service provider to store and process your credit/debit card information (the “Payment Method”) for Services subscriptions. You hereby authorize the Payment Method to be used automatically for your payment responsibilities to Haccah. If a credit or debit card account is being used for your subscription, Haccah may obtain preapproval for an amount up to the amount of the payment. If you wish to designate a different credit or debit card number or if there is a change in your Payment Method information, you may update your information in your Account settings, which may temporarily delay your ability to make payments while Haccah and/or its service providers verify the new payment information. You represent and warrant that (1) any credit/debit card information that you supply is true, correct and complete, (2) charges you incur will be honored by your credit/debit card company, (3) you will pay the charges incurred in the amounts posted, including any applicable taxes, and (4) you are authorized to make a purchase or other transaction with the relevant credit/debit card and information. You agree and authorize the Payment Method to be billed automatically in accordance with these Terms in an amount equal to the applicable fee and taxes in effect at such time.
9. No Medical Advice.
The contents of our Website, including any information, data, analyses, blogs, editorial content, images, audio and video clips, hyperlinks and references featured on the Website (collectively, “Content”) are for informational purposes only. Neither the Website nor any Content contained on the Website is intended to provide professional medical advice, diagnosis, or treatment, and is not intended to be interpreted as a recommendation for a particular course of action or treatment plan.
THE WEBSITE DOES NOT OFFER MEDICAL ADVICE. NOTHING CONTAINED ON THE WEBSITE OR WITHIN THE CONTENT IS INTENDED TO (i) CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT, OR (ii) ADVOCATE OR RECOMMEND THE PURCHASE OR SELECTION OF ANY PRODUCT, SERVICE OR TO ENDORSE OR GUARANTEE THE QUALIFICATIONS, CREDENTIALS OR APPROPRIATENESS OF ANY HEALTH CARE PROVIDED, LINKED TO, AND/OR ADVERTISED ON THE WEBSITE. NEITHER THE WEBSITE NOR THE SERVICES ARE A MEDICAL PROGRAM AND ARE NOT INTENDED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. IF YOU SUSPECT THAT YOU MAY HAVE A MEDICAL CONDITION, CONSULT YOUR PHYSICIAN.
10. Limitations on Your Use of the Haccah Platform.
You agree not to take any of the following actions:
● You will not take any action that imposes an unreasonable load on the Haccah Platform’s infrastructure.
● You will not use any device, software, or routine to interfere or attempt to interfere with the proper operation of the Haccah Platform or any activity being conducted on the Haccah Platform.
● You will not attempt to decipher, decompile, disassemble, or reverse engineer any of the source code or software that comprises the Haccah Platform.
● You will not delete or alter any Content made available on the Website or via the Services.
● You will not use the Haccah Platform with the intent to replicate, copy, or learn about any component of the Haccah Platform’s or our Services’ methodologies.
● You will not attempt to gain unauthorized access to the Haccah Platform, access another user’s login credentials, or access accounts that have been canceled or terminated.
11. Ownership and Use of the Haccah Platform and Content.
The Haccah Platform is owned and operated by Haccah. The Haccah Platform, all Content, and any other intellectual property and other rights relating to the foregoing are and will remain with Haccah, its licensors and suppliers, as applicable. The Haccah Platform and all Content is protected by U.S. and international copyright, trademark, and other laws. Subject to these Terms, Haccah grants you a non-exclusive, non-transferable, revocable, limited license to (i) access and use the Content available on the Website for your personal, non-commercial use, strictly in accordance with these Terms and (ii) to the extent you have purchased the Services, receive and use the Services strictly in accordance with these Terms and the terms of your Services subscription. Notwithstanding the foregoing and except as may be expressly permitted by applicable law or the Haccah Platform, you shall not: (a) copy the Haccah Platform or the Content; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Haccah Platform or the Content; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Haccah Platform or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Haccah Platform or Content, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Haccah Platform or the Content, or any features or functionality of the Haccah Platform, to any third party for any reason, including by making the Haccah Platform or the Content available on a network where it is capable of being accessed by more than one device at any time, except as otherwise provided for in these Terms; (f) use any robot, spider, or other automatic device, process, or means to access the Haccah Platform for any purpose, including monitoring or copying any of the material or Content on the Haccah Platform; (g) use any manual process to monitor or copy any of the Content or other material on the Haccah Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent; (h) frame, mirror, or otherwise incorporate the Haccah Platform, the Content, or any portion of the Haccah Platform as part of any other mobile application, website, or service; (i) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Haccah Platform; or (j) access or use the Haccah Platform, Content or related services for purposes of competitive analysis of the Haccah Platform, Content or related services, or the development, provision, or use of a competing platform or service.
All rights not expressly granted herein are expressly reserved to Haccah, its licensors and suppliers. By using the Haccah Platform or accessing our Content, you agree not to remove any copyright, trademark or other proprietary rights notice contained in or on the Haccah Platform or Content without prior written consent from Haccah.
12. Trademark Notices.
All trademarks, service marks, and logos used on the Haccah Platform, whether registered or unregistered, are owned by Haccah, its licensors, suppliers and others. You may not use or display any trademarks, service marks, logos or designs used on the Haccah Platform without prior written consent from the rightful owner(s).
13. User Generated Content.
The Website may contain interactive features that allow you and other users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website. All User Contributions must comply with the standards set forth in these Terms. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material in accordance with applicable law. You represent and warrant that: (i) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our service providers, and each of their and our respective licensees, successors, and assigns; and (ii) all of your User Contributions do and will comply with these Terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Haccah, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
User Contributions must in their entirety comply with all applicable laws, rules and regulations. Without limiting the foregoing, User Contributions must not:
● Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
● Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
● Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
● Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws, rules or regulations or that otherwise may be in conflict with these Terms or our Privacy Policy.
● Be likely to deceive any person.
● Promote any illegal activity, or advocate, promote, or assist any unlawful act.
● Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
● Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
● Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
14. Accuracy and Integrity of Information.
Although we strive to keep the Content accurate, complete and up to date, Haccah cannot and does not guarantee the accuracy, completeness, or timeliness of any Content on the Haccah Platform, whether provided by our licensors, our suppliers, or us. It is possible that the Content may include typographical errors, inaccuracies or other errors. If you find something that is inaccurate, please inform us so that it can be corrected. Information contained within the Content may be changed or updated by Haccah without notice. Any opinions, advice, statements or other information expressed or made available by third parties via the Haccah Platform are those of the respective third party and are not necessarily those of Haccah.
15. Suspension and Termination of Haccah Platform.
You may stop using our Website and the Services at any time. You may also cancel your Services Account with us via your Account settings. We reserve the right to suspend your Account or access to our Website or Services at any time, with or without cause, and with or without notice.
Your cancellation, suspension or termination of access to our Website or the Services shall not terminate these Terms. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, or settling disputes (including the jurisdiction and choice of law) shall remain binding.
16. Third-Party Websites.
The Website may contain information about, links to, or advertisements for websites operated by third parties (“Third Party Websites”) and communications sent to users of the Haccah Platform may contain information about, links to, or advertisements for Third Party Websites. Information regarding Third Party Websites is provided for your convenience only, and we do not control such Third Party Websites. Haccah is not responsible for the content and performance of Third Party Websites or for any transactions you may choose to conduct with the operators of those websites. Haccah is not responsible for the content of linked Third Party Websites, sites framed within the Haccah Platform, or third-party advertisements featured on the Haccah Platform or in emails sent from the Haccah Platform, and Haccah does not make any representations regarding their content or accuracy. Your use of Third Party Websites is at your own risk and subject to the terms and conditions of use of such sites. You acknowledge and agree that Haccah has no liability for any damage or loss arising from your access to, use of or reliance on any Third Party Website, software, data, or other information.
17. Intended Audience.
The Haccah Platform is maintained by Haccah from its offices within the United States. Haccah makes no representation that the Content or other materials in the Haccah Platform are appropriate or available for use in other locations. Those who choose to access or use the Haccah Platform from other locations do so on their own initiative and are responsible for compliance with local or national laws, as applicable. The software, technology and other information from the Haccah Platform are further subject to United States export controls and, potentially, the import laws of your jurisdiction. No software, technology or other information from the Haccah Platform may be downloaded or otherwise exported or re-exported to any person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or otherwise prohibited by United States export control laws. By downloading or otherwise using any software, technology or other information from the Haccah Platform in any manner whatsoever, you represent and warrant that you are not on any such list or located in, under the control of, or a national or resident of any such country.
18. Warranty Disclaimer.
THE HACCAH PLATFORM AND CONTENT ARE PROVIDED TO YOU “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS AND DEFECTS,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HACCAH, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE HACCAH PLATFORM AND CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, HACCAH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE HACCAH PLATFORM OR THE CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
YOU ACKNOWLEDGE THAT WE USE THIRD PARTY CLOUD BASED STORAGE, SERVERS AND COMMUNICATION PROVIDERS AS FURTHER SET OUT IN OUR PRIVACY POLICY. WHILE WE TAKE REASONABLE MEASURES TO SECURE YOUR DATA, WE CANNOT GUARANTEE THE SECURITY OF YOUR DATA, INCLUDING YOUR PERSONAL AND HEALTH INFORMATION.
19. Limitation of Liability.
HACCAH ASSUMES NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE HACCAH PLATFORM OR CONTENT. YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THEIR USE, INCLUDING ANY RELIANCE ON THEIR ACCURACY, COMPLETENESS OR USEFULNESS.
IN NO EVENT WILL HACCAH, ITS LICENSORS OR SUPPLIERS BE LIABLE FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA (INCLUDING YOUR PERSONAL AND HEALTH INFORMATION), THE STATEMENTS OR CONDUCT OF YOU OR ANY OTHER USER ON THE HACCAH PLATFORM, OR ANY OTHER MATTER RELATING TO THE HACCAH PLATFORM; OR (c) DIRECT DAMAGES IN AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE GREATER OF (i) THE AMOUNTS PAID BY YOU (IF ANY) TO US, OVER TH1E PRECEDING TWO (2) MONTHS AND (ii) ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR HACCAH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20. Indemnification.
You agree to indemnify, defend and hold harmless Haccah, its licensors, suppliers, and their respective directors, officers, employees, agents, affiliates, successors and assigns, from and against any and all claims, damages, losses, liabilities, costs (including reasonable attorneys’ fees) and other expenses that arise from or relate to (i) your use of the Haccah Platform or the Content, (ii) your breach of these Terms, (iii) any data or communications (including User Contributions) you submit, post or transmit to or through the Haccah Platform, and/or (iv) any claim for damages suffered by you, or any of your employees, contractors, users, or Patients. You agree to cooperate as reasonably required in the defense of any such claim. Haccah reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification under this section and, in any event, you agree not to settle any such matter without the prior written consent of Haccah.
21. Limitation of Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE HACCAH PLATFORM OR THE CONTENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
22. Copyright Infringement.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any User Contributions or other Content or materials accessible on or from the Haccah Platform infringe your copyright, you may request removal of those materials (or access to them) from the Haccah Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Haccah Platform, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
Copyright Agent
Haccah Solutions Inc.
297 Fowler Road
Cape Elizabeth, ME 04107
Email: support@haccah.com
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Haccah Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Haccah Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Haccah Platform may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within 10 business days of receiving the copy of your Counter Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Haccah Platform was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
23. Governing Law.
These Terms and the resolution of any dispute related to these Terms, the Haccah Platform, the Content, or your use of or inability to use any of the foregoing, shall be governed by and construed in accordance with the laws of the State of Maine, without giving effect to any choice or conflict of law provision or rule (whether of the State of Maine or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Maine.
24. Dispute Resolution and Binding Arbitration.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS, THE HACCAH PLATFORM, THE CONTENT, OR YOUR USE OF OR INABILITY TO USE ANY OF THE FOREGOING, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
YOU AND HACCAH ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 24. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879. All arbitration proceedings will take place in Portland, Maine. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the applicable provisions of these Terms and to fashion appropriate remedies for breaches of these Terms (including interim or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority of a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; (ii) to award damages in excess of the waivers and limitations applicable to damages in these Terms; or (iii) to modify the terms and conditions set forth in these Terms. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
You agree to arbitrate on an individual basis. In any dispute, NEITHER YOU NOR HACCAH WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any part of this arbitration provision is found unenforceable, the unenforceable portion will be severed and the remaining arbitration terms will be enforced.
25. Certain Claims; Jurisdiction.
Notwithstanding Section 24 of these Terms or anything else to the contrary, Haccah may choose to file a claim against you for equitable relief in any court of competent jurisdiction in the event you violate Section 10, 11, 12 and/or 13 of these Terms.
In the event the requirement to arbitrate disputes is found to be invalid or unenforceable for any reason, you agree that any legal action or proceeding between Haccah and you related to these Terms, the Haccah Platform, the Content, or your use of or inability to use any of the foregoing, shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Portland, Maine, and you agree to submit to the personal and exclusive jurisdiction of such courts. To the fullest extent permitted by applicable law, each party hereby expressly waives any right to a trial by jury in any action, suit, proceeding, or counterclaim of any kind arising out of or in any manner connected with these Terms, the Haccah Platform, the Content, or your use of or inability to use any of the foregoing.
26. Severability.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.
27. No Construction Against Drafter.
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of these Terms.
28. Binding Effect; Assignment.
These Terms shall inure to the benefit of and are binding upon the parties and their respective successors and permitted assigns. You may not assign these Terms without our prior written consent, and any attempted assignment in violation of the foregoing shall be void and of no force or effect.
29. Right to Seek Injunction.
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
30. Waiver.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
31. Entire Agreement.
These Terms constitute the entire agreement between the parties relating to the matters contained herein and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Except as otherwise provided in Section 1 of these Terms, the Terms may not be modified except in writing, signed by a duly authorized representative of each party.