Practice Lab Terms of Service

Welcome to Practice Lab, a service of Practice Lab, Inc. (the “Service”). Before you begin using our service, you must read and agree to the following terms and conditions and policies, including any future amendments (collectively, this "Agreement"). In this Agreement, "we" and "our" refer to Practice Lab, Inc.

Although we may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up-to-date version (practicelab.com/terms). We may, in our sole discretion, modify or revise this Agreement and policies at any time, and you agree to be bound by such modifications or revisions. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Description of Service

Practice Lab provides an online service that enables professionals to measure themselves and their companies against industry norms and to confidentially or publicly share metrics and best practices and network with peers inside and outside their organizations.

User Accounts

To use the Service, you will need to register with Practice Lab and create an “Account.” Your Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. When creating your Account, you must provide accurate and complete information. You will be responsible for all activities occurring under your username and for keeping your password secure. You may never use another User’s Account without permission. You must notify us immediately of any breach of security or unauthorized use of your Account.

Business Content

The Service stores and aggregates statistics, opinions, and other information provided by Users (“Business Content”). Users may retrieve their own Business Content as well as statistics derived from aggregate content of some or all other Users of the Service. You are solely responsible for the Business Content that you upload, publish, display, link to or otherwise make available on the Service.

Social Content

The Service may from time to time provide a mechanism for Users who wish to communicate with other Users in various channels including online forums, one-to-one discussions, and through public social media. You will be required to opt-in to this mechanism in order to use it, and acknowledge that the content that you choose to provide in these channels (“Social Content”) will be accessible to other Users of the Service with whom you choose to share it. You may decline to opt-in to the service or to provide Social Content and still continue to use the other components of the Services subject to the terms of this Agreement.

We will not review, share, distribute, or reference Business Content or Social Content except as provided herein or in our Privacy Policy or as may be required by law.

Ownership of Your Content and License for Use

We claim no ownership or control over any Business Content or Social Content (collectively “User Content”) submitted, posted or displayed by you on or through the Service. Unless and until the User joins an Organization (as defined below), all such User Content is owned by the User who posted it to the Service. By submitting, posting or displaying User Content on or through the Service that is intended to be available to the public, you grant us an irrevocable, worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute such User Content on the Service. We furthermore reserve the right to refuse to accept, post, display or transmit any User Content in our sole discretion.

You represent and warrant that you have all rights, power and authority necessary to grant the rights granted herein to any User Content submitted and that your grant of the rights granted herein does not violate the intellectual property rights of any other person.

Organizations

“Organizations” are collections of Users (usually, but not necessarily, within the same business or organization) that agree to collaborate on data collection and share and disclose some or all of their User Content to one another. An “Organization Administrator” is the User who controls which Users may join the Organization and performs other Organization management tasks. User acknowledges and consents that upon the joining an Organization all his or her related User Content will automatically become the property of the company or enterprise to which the Organization belongs, and the Organization grants to us an irrevocable, worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute such Content on the Service. Practice Lab does not have, nor does it claim, any ownership rights in any User Content. In addition, if a User is no longer an eligible User of an Organization (e.g., you cease to be employed by the company), your access to all User Content you uploaded may be terminated. Once a User is removed from an Organization, the content of that User remains on the Service and is the sole property of the company or enterprise that administers the Organization.

Alternative and additional services

We may offer alternative and/or additional Services to certain Users that may not be offered to all Users. We may charge a fee for the use of any Services, provided that we notify you of any such fee before you incur it.

Sponsored Research

We may from time to time conduct research (“Sponsored Research”) on behalf of your or other organizations in which we collect data and then provide it to the sponsoring party. In most cases, we provide the sponsoring organization with the names and contact information of participants, as well as the assembled data from the research in non-identifiable form. We provide the sponsoring organization with worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute the non-identifiable User Content, excluding your contact information. We will always state in advance the purpose of the survey and name the sponsoring organization, and you are free to decline participation. You may be asked to agree to a supplemental terms of service to participate in Sponsored Research. At the conclusion of a research project, the sponsoring organization may elect to terminate access by our Service to the specific User data collected during the research conducted on its behalf, but not before you are given an opportunity to retrieve it.

Availability of Service

You understand and agree that the Service is provided to you on an AS IS and AS AVAILABLE basis. We disclaim all responsibility and liability for the availability, timeliness, security or reliability of the Service or any other products or services that we provide. We also reserve the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you, other than to refund fees you paid to us to use the Service after the termination date. We reserve the right to lawfully refuse service to anyone at any time without notice for any reason.

Proper Use

You are responsible for your own use of the Service, for any posts you make, and for any consequences thereof. You will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations.

Violation of any of the foregoing may result in immediate termination of your rights under this Agreement, and may subject you to state and federal penalties and other legal consequences. We reserve the right, but shall have no obligation, to investigate your use of the Service in order to (a) determine whether a violation of this Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request.

Although we reserve the right to monitor content, we have no obligation to do so. Therefore, we take no responsibility for any content. Instead, we merely provide you and others with access to content as a service to you. You may remove any content about you that you find offensive, harmful or inaccurate. We have no obligation to do so. You must use caution and common sense and exercise proper judgment when using the Service.

We do not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any communications posted via the Service or endorse any opinions expressed via the Service. You acknowledge that any reliance on material posted via the Service will be at your own risk.

By using the Service, you accept any and all risk arising from or in connection with the use of the Service, including without limitation the consequences of doing business with, or declining to do business with, any person, company or organization mentioned or referenced when using the Service. We disclaim all liability arising from or in connection with your use of the Service. This is a material provision of this Agreement. Your access to the Service would not occur but for this provision.

Privacy

We are committed to ensuring that your privacy is protected. A Privacy Policy is posted on our site. By accepting this Agreement you acknowledge and consent to our use of cookies. Personal and business information that we collect may be stored and processed in the United States or any other country in which we or our agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country.

Security

In order to prevent unauthorized access, use, alteration, or disclosure or your User Content we have put in place commercially reasonable physical, electronic and managerial procedures to safeguard and secure the information we collect online. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.

General Practices Regarding Use and Storage

You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We retain the right to create limits on use and storage at our sole discretion at any time with or without notice.

Content of the Service

We take no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor do we have any obligation to monitor such third-party content. We reserve the right at all times to remove or refuse to distribute any content on the Service, such as content that violates the terms of this Agreement. We also reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect our rights, property or safety and the rights, property or safety of users and the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.

Intellectual Property Rights in the Service

You acknowledge that we own all right, title and interest in and to the Service, including all intellectual property rights (the "IP Rights"). Our IP Rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service, except for such content as relates to your own testimonials. Our IP Rights do not include third-party content, including the content of communications appearing on the Service.

No Resale of the Service

Unless expressly authorized in a signed writing by us, you will not reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes (a) any portion of the Service, (b) use of the Service, or (c) access to the Service.

Publicity

You may not use our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, including "Practice Lab" and "Practicelab.com", without our prior written consent.

Representations and Warranties

You represent and warrant that (a) all of the information provided by you to us in connection with the Service is complete, correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.

We do not guarantee that the Service will be free of problems or errors. As noted above, the Service is provided to you on an AS IS and AS AVAILABLE basis. WE MAKE NO WARRANTIES, CONDITIONS OR PROMISES TO YOU OR TO ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION, OR ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE.

Termination; Suspension

We may, in our sole discretion, at any time and for any reason, terminate the Service, terminate your rights under this Agreement, or suspend or terminate your Account. In the event of termination, your Account will be disabled and you may not be granted access to your Account or to any files or other User Content contained in your Account although residual copies of information may remain in our system for back-up purposes and continued deidentified use.

Indemnification

You agree to hold harmless and indemnify us, and our subsidiaries, affiliates, officers, agents, and employees from and against any third-party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit or action.

Collection Expenses

You agree to pay all expenses, including attorneys' fees and disbursements, reasonably incurred by us in endeavoring to collect any amounts payable by you to us that are not paid when due.

Entire Agreement

This Agreement constitutes the entire agreement between us and governs your use of the Service, superseding any prior agreements between us. You also may be subject to additional terms and conditions that may apply when you use or purchase or access additional or affiliate services, third-party content or third-party software.

Waiver; Severability of Terms

Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Governing Law; Forum; No Juries

This Agreement will be governed by and construed in accordance with the laws of Massachusetts, without giving effect to its conflict of law provisions or your actual state or country of residence. Any claims, legal proceedings or litigation arising under or in connection with the Service or this Agreement will be brought exclusively in State or Federal courts in Boston, Massachusetts, and you consent to the jurisdiction of such courts. We and you waive all rights to a trial by jury in connection with any action or judicial proceeding.

Headings; Construction

The section headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. The language used in this Agreement is the language chosen by you and us to express our mutual intent. No rule of strict construction shall be applied against you or us.

Electronic Signatures

By clicking "I agree to the terms of service" on our Signup Page, you confirm that you executed this Agreement with the intent to be bound by all of its terms and conditions, and we accept this Agreement. Therefore, upon your clicking "I agree to the terms of service," this Agreement is binding on you and us.


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