Effective: June 1, 2015

Please read these terms of use carefully (“Terms”). These Terms govern and apply to your access and use of ManageUP PRM’s websites, mobile applications, or other online Services (collectively, the “Services”). By accessing or using our Services, you agree to be bound all of the terms and conditions described in these Terms. If you do not agree to all of these terms and conditions, do not use our Services.

PLEASE NOTE:  DO NOT USE OUR SERVICES TO UPLOAD, PUBLISH, OR EXCHANGE ANY PATIENT-SPECIFIC DATA

General

We may change the Terms or modify any features of the Services at any time at our sole discretion. The most current version of the Terms can be viewed by clicking on the “Terms of Use” link on the bottom of the Services’ homepage. If you continue to use the Services after changes are posted, you will be deemed to have accepted the changes.

You may be asked to provide certain registration details or other information to access all or portions of the Services. You agree the information you provide is correct, current, and complete.

ManageUP PRM reserves the right to refuse you access to the Services and to suspend or terminate your access at any time, including if ManageUP PRM believes the registration information you provided is not correct, current, or complete.

Certain portions of the Services may contain information intended for licensed medical professionals. We therefore reserve the right to limit access to certain portions of the Services to those users who meet our criteria for accessing these Services.

Compliance with Applicable Laws

As a condition of your access to and use of the Services, you agree that you will not use the Services for any purpose that is unlawful or prohibited by these Terms and that you will comply with all applicable laws and any conditions or restrictions imposed by these Terms.

Privacy

By using the Services, you indicate that you understand the information collection, use, disclosure, and retention practices described in the Privacy Policy.

Subscription to Beta Services

We may offer certain Services as closed or open beta services ("Beta Services" or “Beta Service”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial Services. You will be under no obligation to acquire a subscription to use any paid Services as a result of your subscription to any Beta Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that ManageUP PRM will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Subscription to Services

The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be billed to you or charged to the Credit Card last used by you. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not downgraded your plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized ManageUP PRM to bill you or charge the subscription fee to the Credit Card last used by you. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.

User Sign up Obligations

You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if ManageUP PRM has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, ManageUP PRM may terminate your user account and refuse current or future use of any or all of the Services.

Organization Accounts and Administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that ManageUP PRM is not responsible for account administration and internal management of the Services for you.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to info@ManageUPPRM.com, provided that the process is acceptable to ManageUP PRM. In the absence of any specified administrator account recovery process, ManageUP PRM may provide control of an administrator account to an individual providing proof satisfactory to ManageUP PRM demonstrating authorization to act on behalf of the organization. You agree not to hold ManageUP PRM liable for the consequences of any action taken by ManageUP PRM in good faith in this regard.

Communications from ManageUP PRM

The Services may include certain communications from ManageUP PRM, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

Data Ownership

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant ManageUP PRM the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for ManageUP PRM’s commercial, marketing or any similar purpose. But you grant ManageUP PRM permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.

User Generated Content

You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content.

Copyright

The Services (including, but not limited to text, photographs, graphics, video, audio content, and computer code found on the Services) are protected by copyright law in the United States and other countries. ManageUP PRM retains all right, title, and interest in and to the Services. Except for content that you have posted on the Services, or unless expressly authorized by ManageUP PRM in writing, you are prohibited from publishing, reproducing, distributing, entering into a database, displaying, performing, modifying, creating derivative works, transmitting, or in any way exploiting any part of the Services or content found on the Services, except that you may print or download portions of the Services for your personal, noncommercial use or for the lawful and appropriate advancement of your business dealings with ManageUP PRM. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, or other proprietary notice appearing in any of the Services. No right, title, license, or other interest in any of the Services is passed to you by your access to the site, and ManageUP PRM retains all right, title, and interest in all materials printed or downloaded from the Services.  Requests for permission to use content other than as described above should be made to info@ManageUPPRM.com.

Trademarks

All rights in the product names, company names, trade names, logos, Services marks, trade dress, slogans, product packaging, and designs of the Services, whether or not appearing in large print or with the trademark symbol, belong exclusively to ManageUP PRM, its licensors, or their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any parent or trademark of ManageUP PRM, its licensees and affiliates, or any third party.

Medical Information

Nothing on the Services is intended to provide medical advice. The Services may contain general information relating to various medical issues. This information is provided for informational purposes only and is not intended as a substitute for advice provided by a doctor or other qualified healthcare professional. You should not use the information contained on the Services for diagnosing a health or fitness problem or disease.

Prohibited Conduct

You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:

  • Make use of the Services in any manner that constitutes an infringement of our rights or the rights of other users or third parties, including intellectual property rights;
  • Access parts of the Services to which you are not authorized, or attempt to circumvent any restrictions imposed on your use of or access to the Services;
  • Take any action that violates or threatens to violate our system or network security, including any action that imposes an unreasonable or disproportionate large load on our network or infrastructure;
  • Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
  • Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
  • Engage in unauthorized “scraping” or spidering, or harvesting of personal information, or use any unauthorized automated means to compile information;
  • Interfere with any other users’ rights to privacy and publicity, including by harvesting or collecting information from or about users;
  • Submit content that is prohibited by or otherwise not in compliance with these Terms, or that you do not have the right to post or
  • Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services.

Violations of these Terms may result in civil or criminal liability.

ManageUP PRM reserves the right to monitor your use of the Services to determine compliance with these Terms. We may investigate violations of the Terms and may work with law enforcement to prosecute users or others who violate these Terms. We may also share information with system administrators at other systems in order to assist them in resolving or preventing potentially related security incidents. We reserve the right to terminate your access to the Services if you are suspected of violating the Terms.

Links to Third-Party Websites

The Services may link to other websites controlled by third parties (“Linked Sites”). These Terms do not apply to the Linked Sites. ManageUP PRM provides such links only as a convenience to users. ManageUP PRM does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites, nor does it make any recommendations about the content, completeness, safety or accuracy of any Linked Sites. All users access Linked Sites at their own risk.

Submissions

ManageUP PRM welcomes your comments and suggestions. All submissions of comments, suggestions, and product feature requests become the property of ManageUP PRM. By making a submission, you agree to assign to ManageUP PRM all worldwide right, title, and interest (including all copyrights and other intellectual property rights in any and all forms, media, and technologies now known or hereafter developed) in all materials, ideas, information and other content contained in your submission. ManageUP PRM may use, reproduce, modify, adapt, publish, translate, distribute, perform and display any and all content thereof in its business (including its advertising) and in other endeavors, without any liability to you.

Disclaimer of Warranties 

You understand and agree that the Services are provided to you “AS IS” and on an “AS AVAILABLE” basis. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

Limitation of Liability

YOU AGREE THAT MANAGEUP PRM SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF MANAGEUP PRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL MANAGEUP PRM’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICES, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICES.

Indemnification

You agree to indemnify and hold harmless ManageUP PRM, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Servicess in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Servicess, except where such use is authorized by ManageUP PRM.

Arbitration of Claims

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, ManageUP PRM may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Termination

ManageUP PRM may terminate these Terms for any reason at any time. ManageUP PRM reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Services, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of these Terms.

Questions and Contact Information

Please contact us if you have any questions about these Terms.