PROChiroOnlineCE.com Terms of Use Agreement


THIS PROCHIROONLINECE.COM WEBSITE (THE “SITE” OR “PROCHIROONLINECE.COM”) IS PROVIDED BY SOLUTIONS SPORTS AND SPINE, INC.  TOGETHER WITH ITS AFFILIATES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “SOLUTIONS SPORTS AND SPINE, INC.,” “US,” “WE,” AND “OUR”). THIS TERMS OF USE AGREEMENT (“TERMS” OR “AGREEMENT”) WAS FIRST EFFECTIVE ON NOVEMBER 1ST 2018, AND LAST MODIFIED ON APRIL 15, 2020. ALL USERS ARE ADVISED TO REVIEW THIS AGREEMENT IN FULL PRIOR TO USING THE SITE. BY USING THE SITE, YOU, ON BEHALF OF YOURSELF AND ANY ENTITY YOU REPRESENT, ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AGREE TO BE BOUND BY THESE TERMS, AND THESE TERMS FORM A LEGALLY-BINDING AGREEMENT BETWEEN YOU AND SOLUTIONS SPORTS AND SPINE, INC.. IF ACTING ON BEHALF OF AN ENTITY, YOU MUST HAVE, AND YOU REPRESENT AND WARRANT THAT YOU HAVE, FULL AUTHORITY TO BIND YOUR ENTITY TO THESE TERMS. DO NOT USE THIS SITE IF YOU DO NOT AGREE WITH ALL OF THESE TERMS. YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS ARE SUPPORTED BY REASONABLE AND VALUABLE CONSIDERATION (WHICH INCLUDES YOUR USE OF THE SITE), AND YOU ACKNOWLEDGE YOUR RECEIPT OF AND THE SUFFICIENCY OF THE CONSIDERATION.


These Terms will not be "signed" in the sense of a traditional paper document. To verify and agree to the contents of this document, the signatory must enter any combination of alpha/numeric characters that has been specifically adopted to serve the function of the signature, preceded and followed by the forward slash (/) symbol. An acceptable "signature" is: /john smith/. By clicking "I Agree", you AGREE that you have read these Terms and AGREE to be bound by all of the terms and conditions in these Terms. 


1. No Medical Advice; Health Disclaimer. 

Our Services and information provided through the Site are intended only to assist a licensed physician, chiropractor, physical therapist, certified athletic trainer, or other appropriately certified professional’s physical rehabilitation recommendation efforts. If you are an End User, the information and reports generated by us are provided to you on behalf of your Licensed Healthcare Professional who directed you to this Site. Further, the information you obtain through the Site is for informational purposes only, and nothing stated or posted on the Site is intended to be, and must not be taken to be, the practice of medicine, the provision of medical care or medical advice, diagnosis, or treatment. If you rely on the information that is available through the Site, you do so at your own risk. Always seek the advice of your Licensed Healthcare Professional or other qualified medical professional with any questions you may have regarding a health or medical condition. If you experience any pain or exacerbation or have a change in medical condition, you should immediately seek medical attention with your Licensed Healthcare Professional or other qualified medical professional.


IMPORTANT: The information and Services provided through the Site are for non-urgent purposes only. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 AND/OR GO TO THE NEAREST HOSPITAL, AS APPROPRIATE. Do not attempt to access emergency care through the Site. Do not ignore or delay in obtaining professional medical advice or care because of information obtained on this Site.

 

2. Modification of Terms, Services, Price. SOLUTIONS SPORTS AND SPINE, INC. reserves the right to modify, change, add or remove any part of this Agreement, or any part of the PROChiroOnlineCE.com and features, including price, at any time. If it does so, SOLUTIONS SPORTS AND SPINE, INC. will post such changes on the Site. Please review this Agreement from time to time so you will be apprised of any changes. If changes are significant and if you have an account, we will also notify you of such changes either (i) via your contact information; or (ii) by requiring that you agree to the revised Terms the next time you log into your account. 


IMPORTANT: If you choose to accept this Agreement, you must do so as it is presented to you – no changes (additions or deletions) will be accepted by SOLUTIONS SPORTS AND SPINE, INC.. If any future changes are unacceptable to you, you should discontinue using PROChiroOnlineCE.com. Your continued use of the Site following the posting of any such changes to this Agreement, the Services, or prices, will indicate your acceptance of the same, as changed by us. The changes will apply to your use of the Site and Services on and after the date on which we post the revised Terms, Services, or prices (the effective date and updated date appear at the top of these Terms).


3. Defined Terms. 

The following are defined terms as used herein:


A. “Services” include access to the Site and PROChiroOnlineCE.com Content by End Users for the purpose of guidance and clarification for rehabilitative prescriptions. The term “Services” also includes the “Fee-Based Service” used by Licensed Healthcare Professionals.


B. “Fee-Based Service” refers to the subscription service for which Licensed Healthcare Professionals pay us a fee to access the Site and PROChiroOnlineCE.com Content and make the Site and PROChiroOnlineCE.com Content available to their patients and clients, as End Users.


C. “Printed Materials” includes and is not limited to Licensed Healthcare Professional exercise prescription handouts and copies of exercise lists provided to Licensed Healthcare Professionals.


D. “SOLUTIONS SPORTS AND SPINE, INC. Content” or “PROChiroOnlineCE.com Content” includes and is not limited to information, programming code, software, photos, video, audiovisual clips, digital downloads, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials in all forms, media, and technologies, existing now or in the future, which SOLUTIONS SPORTS AND SPINE, INC. Content is protected by copyrights, trademark rights, and/or other proprietary rights.


F. “End User” includes all patients and/or clients under the direct supervision of a Licensed Healthcare Professional and who are directed to the Services by a Licensed Healthcare Professional licensed physician, chiropractor, physical therapist, certified athletic trainer, health care provider or other subscribing individual, group, company or entity.


G. “ Licensed Healthcare Professional” or “Subscriber” includes a subscribing licensed physician, chiropractor, physical therapist, certified athletic trainer, health care provider, massage therapist, coach, or other subscribing individual, group, company or entity and their employees, agents, officers, directors, stockholders, members, and representatives.


H. “User” and “You(r)” (whether or not capitalized) includes (i) a Subscriber; AND (ii) all End Users (i.e., patients and/or clients) under the direct supervision of a Subscriber; AND (iii) a user who merely accesses and browses the Site.


I. Other capitalized terms that appear in these Terms shall have the meaning given to them in these Terms.


4. Jurisdiction. 

The Site is controlled and operated from the United States and is not intended to (and shall not be deemed to) subject SOLUTIONS SPORTS AND SPINE, INC. to non-U.S. jurisdiction or laws. We make no representation that the Site or Services are appropriate for use in locations outside the United States. Use of the Site is unauthorized in any jurisdiction that does not give effect to all of the provisions of these Terms. If you access the Site, you agree to comply with all applicable laws, rules, and regulations in connection with your use of the Site. We may limit the Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.


5. Governing Law and Disputes. 

This Agreement, and any disputes that may arise between you and us regarding the Site, Services, and/or SOLUTIONS SPORTS AND SPINE, INC. Content, shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of Oregon, U.S.A., without giving effect to its conflicts of laws provisions or principles. You hereby consent to the exclusive jurisdiction and venue of the federal, state, and local courts located in Multnomah County, Oregon, and you waive any jurisdictional, venue, or inconvenient forum objections thereto. You agree (i) that any dispute arising between you and us under these Terms or related to your use of the Site, Services, and/or SOLUTIONS SPORTS AND SPINE, INC. Content will be conducted only on an individual basis and not in a class, consolidated, or representative action; (ii) to waive your right to a jury trial in connection with any action or litigation arising out of or related to these Terms or your use of the Site, Services, and/or SOLUTIONS SPORTS AND SPINE, INC. Content; and (iii) that, regardless of any statute or law to the contrary, you must file any claim or cause of action against us arising out of or relating to these Terms or your use of the Site, Services, and/or SOLUTIONS SPORTS AND SPINE, INC. Content within one (1) year after such claim or cause of action arose, or forever be barred.


To the extent you have in any manner violated or threatened to violate our intellectual property rights; disclosed or threatened to disclose any of our confidential or proprietary information; violated or threatened to violate the security of any person, data, our servers or networks, and/or the Site; and/or otherwise breached or threatened to breach these Terms, you acknowledge and agree that such violation or breach will cause immediate and irreparable harm to us, and we shall be entitled to injunctive or other appropriate relief, including without limitation specific performance (without the posting of a bond or other security and without proving damages), and you agree that we may seek such relief in any court of competent jurisdiction.

 

6. User Permissions and Obligations. 

Subject to the terms of this Agreement, SOLUTIONS SPORTS AND SPINE, INC. grants User a nonexclusive, nontransferable, nonassignable, nonsublicensable, revocable, and limited license to access and use the Site, Services, and PROChiroOnlineCE.com Content solely for personal purposes (for End Users and Users who merely access and browse the Site) and solely for internal business purposes or for the benefit of End Users (for Subscribers), provided User unconditionally agrees to access and use the Site, Services, and PROChiroOnlineCE.com Content in accordance with this Agreement and provided that User does not delete or modify any copyright or other proprietary notices from the licensed PROChiroOnlineCE.com Content ("License"). Under the License, User may print out, or otherwise make, printed copies ("Copies") of the exercise print pages, and other information or materials generated from User's access and use of the PROChiroOnlineCE.com Content and Services solely for personal or internal business purposes or for the benefit of End Users, as authorized above. Any updates, modifications, enhancements or new versions of the PROChiroOnlineCE.com Content and Services provided or made available to User by SOLUTIONS SPORTS AND SPINE, INC. in accordance with this Agreement, shall be considered PROChiroOnlineCE.com Content and Services subject to this Agreement.

 
SOLUTIONS SPORTS AND SPINE, INC. may at any time and for any reason elect to modify, discontinue, delete or restrict any aspect or feature of the PROChiroOnlineCE.com Content and Services without notice to User or any liability to SOLUTIONS SPORTS AND SPINE, INC.; however, SOLUTIONS SPORTS AND SPINE, INC. agrees to make commercially reasonable efforts to provide User with prior notice of any such changes.


You may not use, or permit others to use, the PROChiroOnlineCE.com Content except under the terms expressly listed above. Without limiting the previous sentence, you shall not, and shall not permit anyone else to: (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the PROChiroOnlineCE.com Content, the Service, or the Site; (b) copy the SOLUTIONS SPORTS AND SPINE, INC. Content (except as permitted above); (c) rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the SOLUTIONS SPORTS AND SPINE, INC. Content; (d) develop, sell or distribute applications that integrate with the SOLUTIONS SPORTS AND SPINE, INC. Content or otherwise make use of the data; or (e) remove any proprietary notices or labels on or relating to the SOLUTIONS SPORTS AND SPINE, INC. Content. In addition, you must satisfy and you are solely responsible for all computer and device requirements, software requirements, and third-party services (such as Internet services) necessary to use the Site, including all related expenses. We reserve the right to change those requirements, and the method by which you may obtain the SOLUTIONS SPORTS AND SPINE, INC. Content, from time to time.

 

7. Intellectual Property Ownership. 

All SOLUTIONS SPORTS AND SPINE, INC. Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and SOLUTIONS SPORTS AND SPINE, INC. or its licensors or suppliers owns all rights, titles, and interests (including all copyrights and other intellectual property rights) in and to all SOLUTIONS SPORTS AND SPINE, INC. Content (with the exception of User Content) and in and to the selection, coordination, arrangement, presentation, and enhancement of such SOLUTIONS SPORTS AND SPINE, INC. Content and the overall design, “look and feel,” color combinations, and other graphical elements of the Site. All trademarks, service marks, and names appearing in the Printed Materials and on PROChiroOnlineCE.com are trademarks and service marks of SOLUTIONS SPORTS AND SPINE, INC., and we own all right, title, and interest in and to these marks. Your use of our marks without our prior written permission is strictly prohibited. Without limiting the generality of the foregoing sentence, you may not use our trademarks or service marks in any meta-tags or other hidden text. Product, service, and company names that appear on the Site or in Printed Materials that are not owned by us are subject to trademark or other rights of other parties. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the SOLUTIONS SPORTS AND SPINE, INC. Content, in whole or in part. When SOLUTIONS SPORTS AND SPINE, INC. Content is received by you in printed form or downloaded to your computer, you do not obtain any ownership interest in such SOLUTIONS SPORTS AND SPINE, INC. Content. 


8. Indemnification. 

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT OUR OPTION, DEFEND US AND OUR AFFILIATES, SUCCESSORS, AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, MEMBERS, AGENTS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, LIABILITY, DAMAGES LOSSES, JUDGMENTS, DEMANDS, AND COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING FROM, OR IN ANY WAY CONNECTED TO, (I) YOUR USE OF OR ACTIVITIES IN CONNECTION WITH PROCHIROONLINECE.COM, SOLUTIONS SPORTS AND SPINE, INC. CONTENT, OR OUR SERVICES (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED SERVICES); (II) ACTIVITY THAT OCCURS THROUGH OR BY USE OF YOUR ACCOUNT BY YOU OR A THIRD PARTY, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH USE; (III) END USER INTERACTIONS, DISPUTES, AND OTHER RELATIONS WITH LICENSED HEALTHCARE PROFESSIONALS; (IV) YOUR VIOLATION OF THIS AGREEMENT OR ANY LAW, RULE, OR REGULATION; (V) YOUR SUGGESTIONS OR USER CONTENT (DISCUSSED BELOW); OR (VI) YOUR INFRINGEMENT, MISAPPROPRIATION, OR OTHER VIOLATION OF ANY THIRD PARTY RIGHTS.


9. Disclaimer. 

SOLUTIONS SPORTS AND SPINE, INC. MAKES NO WARRANTIES OR GUARANTEES THAT THE INFORMATION CONTAINED ON THE SITE (INCLUDING THE PROCHIROONLINECE.COM CONTENT) IS ACCURATE, TIMELY, OR COMPLETE, AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN, OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. SUCH INFORMATION IS NOT INTENDED IN ANY WAY TO BE USED AS MEDICAL ADVICE OR TO REPLACE MEDICAL ADVICE OFFERED BY LICENSED HEALTHCARE PROFESSIONALS FAMILIAR WITH END USERS’ CONDITION. THIS INFORMATION IS TO BE USED SOLELY IN CONJUNCTION WITH MEDICAL ADVICE OFFERED BY A LICENSED HEALTHCARE PROFESSIONAL’S PHYSICAL REHABILITATION OR OTHER MEDICAL RECOMMENDATIONS. SOLUTIONS SPORTS AND SPINE, INC. WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLIED, OR OTHER DAMAGES ARISING THEREFROM. THE METHODS OF TREATMENT MAY CHANGE AS NEW INFORMATION IS AVAILABLE, AND THE INFORMATION PROVIDED BY SOLUTIONS SPORTS AND SPINE, INC. DOES NOT NECESSARILY REPRESENT THE MOST CURRENT PRACTICES OR METHODS IN PHYSICAL REHABILITATION.


SOLUTIONS SPORTS AND SPINE, INC. HEREBY DISCLAIMS ALL WARRANTIES. SOLUTIONS SPORTS AND SPINE, INC. IS MAKING THE SITE AND PROCHIROONLINECE.COM CONTENT AVAILABLE "AS IS" AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, SOLUTIONS SPORTS AND SPINE, INC. CONTENT, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLUTIONS SPORTS AND SPINE, INC. EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SITE, SERVICES, AND SOLUTIONS SPORTS AND SPINE, INC. CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SUITABILITY, TIMELINESS, RELIABILITY, ACCURACY, SECURITY, AND/OR NON-INFRINGEMENT AND/OR TITLE. SOLUTIONS SPORTS AND SPINE, INC. DOES NOT WARRANT THAT PROCHIROONLINECE.COM CONTENT, THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF PROCHIROONLINECE.COM CONTENT, THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH THE SITE. 


WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SITE, OR THE INTERCEPTION OR LOSS OF ANY DATA OR COMMUNICATIONS TRANSMITTED TO OR FROM THE SITE. WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, OR INFORMATION OF THIRD PARTIES (INCLUDING WITHOUT LIMITATION LICENSED HEALTHCARE PROFESSIONALS), AND YOU EXPRESSLY RELEASE US AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, DAMAGES, LIABILITIES, LOSSES, JUDGMENTS, DEMANDS, AND COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST SUCH THIRD PARTIES OR OTHERWISE. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY STATUTORY OR OTHER PROTECTIONS THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS THAT YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THE RELEASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


10. Limitation of Liability.

You expressly understand and agree that, to the maximum extent permitted by applicable law, SOLUTIONS SPORTS AND SPINE, INC. shall not be liable for any direct, indirect, incidental, special, consequential, exemplary, punitive, multiplied, or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), arising out of, or resulting from, (a) the use or the inability to use the Site or Services (including, without limitation, the Fee-Based Services); (b) the use of any SOLUTIONS SPORTS AND SPINE, INC. Content, Printed Materials, or other materials on this Site or any websites linked to this Site, (c) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from this Site (including, without limitation, the Fee-Based Services); (d) unauthorized access to or alteration of your transmissions or data; (e) statements or conduct of any third party on our Site; or (f) any other matter relating to this Site, the Services, or SOLUTIONS SPORTS AND SPINE, INC. Content. If you are dissatisfied with any portion of our Site, or with any provision of this Agreement, your sole and exclusive remedy is the discontinuation of your use of SOLUTIONS SPORTS AND SPINE, INC. Content, this Site, and the Services.


THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS ARE A MATERIAL PART OF OUR AGREEMENT. APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN TYPES OF DAMAGES.  SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. HOWEVER, IN ALL CIRCUMSTANCES, OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT PAID BY YOU TO US TO USE THE SITE IN THE THREE (3) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO YOUR CLAIM; OR (II) USD 50.00.  NOTWITHSTANDING THE FOREGOING SENTENCE, IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.


NO STATEMENTS, ORAL OR WRITTEN, MADE BY ANY DIRECTOR, OFFICER, MEMBER, EMPLOYEE, OR AGENT OF SOLUTIONS SPORTS AND SPINE, INC. MAY BE DEEMED AS A REPRESENTATION OR WARRANTY ON BEHALF OF US IN CONTRADICTION TO THIS SECTION 10, OR ANY OTHER PROVISIONS OF THESE TERMS.


11. Registered Users. 

In order for User to access and use the SOLUTIONS SPORTS AND SPINE, INC. Content and Services, User shall register with SOLUTIONS SPORTS AND SPINE, INC.; provide SOLUTIONS SPORTS AND SPINE, INC. with a name, email address, birth date, and any other information requested at the registration page; pay the subscription fee (“Fee”) (except that End Users and Users who merely access and browse the Site do not pay any fee); and obtain a unique password for accessing the Site, including the SOLUTIONS SPORTS AND SPINE, INC. Content and Services ("Password"). User agrees to provide current, complete, and accurate information when registering for an account on the Site. User is responsible for maintaining the confidentiality of User’s Password. User is responsible and wholly liable for all acts or omissions committed under User's Password (and Subscribers are responsible and liable for all acts or omissions committed under any and all Passwords issued by such Subscribers to End Users). Users agree to immediately notify us of any known or suspected unauthorized use of their Passwords or accounts (or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Passwords). SOLUTIONS SPORTS AND SPINE, INC. will not be held responsible or liable for any losses or liabilities a User may incur as a result of someone else using such User’s Password, either with or without such User’s knowledge.


12. Eligible Subscribers and End Users. 

By using the Site, you affirm (i) that you are at least eighteen (18) years of age or that you are between the ages of thirteen (13) and seventeen (17) and possess legal parental or guardian consent to use the Site, Services, and SOLUTIONS SPORTS AND SPINE, INC. Content; and (ii) that you have authority to agree to these Terms and are competent and capable of understanding and complying with these Terms. The Site is not directed to children under the age of thirteen (13), and SOLUTIONS SPORTS AND SPINE, INC. does not knowingly collect personally-identifiable information of anyone under age 13 through the Site. Please see additional information in our Privacy Notice discussed below. Minors between the ages of 13 and 17 may use the Site, Services, and SOLUTIONS SPORTS AND SPINE, INC. Content only if their parent or legal guardian assumes the responsibilities of this Agreement and thereby assumes full responsibility for the minor's use of the same.


13. Privacy. 

For information on how we use and protect the personal information and anonymous information collected through your use of the Site, view our Privacy Statement. This Privacy Statement is incorporated into and made a part of these Terms by this reference, and your use of the Site constitutes your acknowledgment of and agreement to our Privacy Statement.


14. Filtering.

Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying some current providers of such protections is available at: http://kids.getnetwise.org and http://onguardonline.gov. We do not endorse any of the products or services listed at these sites. Further, this notice shall not constitute an admission by us that any content on our Site is harmful to minors.


15. Security. 

While we try to maintain the security of the Site, we do not guarantee that the Site will be secure. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third-party alterations to or use of the Site or any other breach of security, please contact us immediately. Additional information regarding the security of your information is included in our Privacy Statement.

  

16. Hardware and Service Requirements. 

User is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services (such as long distance phone or DSL charges) not owned or operated by or on behalf of SOLUTIONS SPORTS AND SPINE, INC., that allow User to access and use the SOLUTIONS SPORTS AND SPINE, INC. Content and Services, and for all expenses relating thereto (plus any applicable taxes). User agrees to access and use the SOLUTIONS SPORTS AND SPINE, INC. Content and Services in accordance with any and all operating instructions or procedures that may be issued by SOLUTIONS SPORTS AND SPINE, INC., and amended by SOLUTIONS SPORTS AND SPINE, INC. from time to time. The Site and Services may not work with browsers other than Google Chrome  Internet Explorer 7.0 or higher, FireFox 3.6.11 or higher, or Safari 2 for Apple Macintosh OS.


17. Desktop Program Minimum System Requirements

These are the minimum system requirements for use of the Site and Services:


Windows

- Windows Vista Home, Business, or Ultimate: Pentium III 800 MHz or faster

- Windows XP SP2: Pentium III 500 MHz or faster

- 512 MB RAM - SVGA (1024x786) or higher resolution video adapter and display

- Ethernet or wireless network device

- Internet connection required for some features


Macintosh

- Macintosh computer with PowerPC G3 processor or faster, or Intel-based Macintosh computer

- 512 MB RAM

- Mac OS X version 10.4.8

- Ethernet or wireless network device

- Internet connection required for some features


18. Performance.

User understands and agrees that the operation and availability of the systems used for accessing and interacting with the Site, SOLUTIONS SPORTS AND SPINE, INC. Content, and Services, including, the public telephone, computer networks and the Internet or to transmit information, whether or not supplied by User or SOLUTIONS SPORTS AND SPINE, INC., can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the Site, SOLUTIONS SPORTS AND SPINE, INC. Content, and Services. SOLUTIONS SPORTS AND SPINE, INC. is not in any way responsible for any such interference with or prevention of User's access and/or use of the SOLUTIONS SPORTS AND SPINE, INC. Content and Services.


19. Content You Submit Using the Site.

  1. Ownership of and Right to Use User Content. If you choose to post any information, content, or comments (collectively, “User Content”) to our blog or any other portion of the Site where it is readily apparent that the User Content will be publicly available, you consent to our posting and collection of such User Content, and you grant us permission to use (and to allow third parties to use) such User Content in connection with the operation of the Site and our business generally, including without limitation, for our advertising and marketing purposes. You grant us the unrestricted, perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, and fully-paid up non-exclusive right and license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, and create derivative works based on your User Content; and to publish your name and city of residence in connection with your submitted User Content (though we are under no obligation to use your name or city of residence or to give you any attribution or credit for such User Content). You acknowledge and agree that we may use your User Content in any media, now known or hereafter developed. You will not be paid for our use of your User Content. We are under no obligation to post or use any User Content you provide, and we may remove any User Content at any time in our discretion. We do not claim ownership of your User Content, unless otherwise expressly provided on the Site. You acknowledge and agree that we may have something similar already under consideration or development, and we will own all right, title, and interest in and to what we create or develop without use of your User Content.

 

YOU ACKNOWLEDGE AND AGREE THAT WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY USE OR MISUSE OF YOUR USER CONTENT BY ANY OTHER SITE USER.


  1. Conduct Relating to Your User Content. If you post User Content to our blog or other areas of the Site where it is readily apparent that the User Content will be publicly available:



20. Copyright Infringement Complaints.

We respect the intellectual property of others, and we ask our Users to do the same. We have adopted this Copyright Infringement Complaints policy in accordance with the Digital Millennium Copyright Act of 1998, including the Online Copyright Infringement Liability Limitation Act (the “DMCA”). We will respond to clear notices of alleged copyright infringement that substantially comply with the requirements set forth here. We do not act as an arbiter or judge of disputes about intellectual property rights. It is our policy to remove content posted by users on our Site (including our blog), which content we believe in good faith is infringing a copyrighted work. By removing content, as a prudential matter, we do not endorse or validate a claim of infringement. If we remove content from the Site, we will make a good-faith attempt to contact the party responsible for posting the content so the owner may make a counter notice as provided for below.

 

  1. Designated Agent. Our designated agent for handling infringement notices and counter-notices: SOLUTIONS SPORTS AND SPINE, INC., Inc., Attn: Phillip Snell, 2600 NE Mutnomah St., Portland, Oregon 97232; [email protected].


  1. Infringement Notices. If you believe your work has been displayed or otherwise used on the Site in a manner that infringes your copyright, you must provide written notice to our Designated Agent via mail and/or e-mail. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your work has been infringed by content on the Site. If you are unsure whether your work has been infringed, we recommend that you contact an attorney before sending notice to us.

 

Use this format for your notice: (a) Identify your work that you believe has been infringed by content on the Site; (b) identify all content that you claim infringes your work, describe how the content infringes your work, and describe where the content is located on the Site; (c) provide your full name, mailing address, telephone number, and e-mail address, if any; (d) include a statement that, under the penalty of perjury, you have a good-faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; (e) include a statement that the information in the notice is accurate, and, under penalty of perjury, that you are the copyright owner or that you are authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) sign the notice physically or electronically.


In addition, it would help if you included a copy of the copyright Certificate of Registration for your work, if any, or other information that supports your claim that your work is protected by copyright and that you are the owner of that copyright or are authorized to act on behalf of the owner. If your notice contains the required information, and if we have a good-faith belief that the content is infringing your copyright, we will remove the content.


  1. Counter Notices. The provider of affected content may make a counter notice by writing to our Designated Agent via mail and/or e-mail. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your content is not infringing the copyright of a third party. If you are unsure whether your content infringes the copyright of a third party, we recommend that you contact an attorney before sending notice to us.

 

Use this format for your notice: (a) Identify the content that has been removed, including a description of where the content was located on the Site before it was removed; (b) provide your full name, mailing address, telephone number, and e-mail address, if any; (c) include a statement that, under the penalty of perjury, you have a good-faith belief that the content was removed as a result of mistake or misidentification of the content to be removed; (d) include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, in the Federal District Court of Oregon, and that you will accept service of process from the person who provided notice of the alleged infringement or an agent of such person; and (e) sign the notice physically or electronically.

 

After reviewing your counter notice, we may determine that the content is not infringing and may reinstate the content on the Site.


  1. Repeat Infringers. We will, if appropriate, suspend or terminate repeat infringers’ access to the Site. If you believe a Site User is a repeat infringer, please follow the instructions above to contact our Designated Agent so we can verify that the User is a repeat infringer.


21. Prohibited Uses.

SOLUTIONS SPORTS AND SPINE, INC. imposes certain restrictions on your permissible use of PROChiroOnlineCE.com. You are prohibited from violating or attempting to violate or defeat any security features of PROChiroOnlineCE.com, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (c) interfering or attempting to interfere with the Site’s resources or availability to any user, host, or network, including, without limitation, by means of submitting a virus to PROChiroOnlineCE.com, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using PROChiroOnlineCE.com to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) creating a database, product, or service by downloading, copying, aggregating, saving, and/or distributing the Site’s content and/or User personal information; (f) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using PROChiroOnlineCE.com; (g) deleting or revising any content or attempting to modify, adapt, translate, create other derivative works of the Site or its content; (h) attempting to reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human perceivable form any of the source code used by SOLUTIONS SPORTS AND SPINE, INC. in providing PROChiroOnlineCE.com; (i) downloading, copying, displaying, transferring, or using any information or content from the Site for any purpose other than as expressly authorized in these Terms; (j) using the Site to design, develop, operate, support, market, distribute, or otherwise make available any program, application, or service that enables or provides access to, use of, operation of, or interoperation with the Site; or (k) using the Site or its content in any manner that may violate any local, state, national, or international law, or in any fraudulent manner. Any violation of system or network security or any other provision of these Terms may subject you to civil and/or criminal liability.


22. Force Majeure.

SOLUTIONS SPORTS AND SPINE, INC. shall not be liable for delay or failure in performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond the reasonable control and without the gross negligence or willful misconduct of SOLUTIONS SPORTS AND SPINE, INC.. Such causes may include, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, disease outbreaks, epidemics, pandemics, earthquakes, fire, flood, quarantine restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or SOLUTIONS SPORTS AND SPINE, INC. Content malfunctions. The time for performance of any act delayed by such events may be postponed for a period equal to the period of the delay.


23. Fees and Service Commitment. 

Subscribers agree to pay the required fees in advance. Your fees will cover access to the Site, Services, and SOLUTIONS SPORTS AND SPINE, INC. Content. You may have a choice of fees or subscription payment options that may change over time. SOLUTIONS SPORTS AND SPINE, INC. reserves the right to discontinue any subscription payment option at any time without notice. You may switch payment options at the end of each period. If for any reason you need to reactivate your subscription, you may be charged a reactivation fee. If you are signing up for the SOLUTIONS SPORTS AND SPINE, INC. Service under a promotional subscription fee, some additional restrictions may apply. If you have multiple SOLUTIONS SPORTS AND SPINE, INC. Service subscriptions under the same account information, your pricing may be different than if you only had one subscription. No invoice or receipt will be provided to You for payment; rather, we will automatically charge you until you notify us that you want to terminate your subscription. If You do not notify SOLUTIONS SPORTS AND SPINE, INC. of any discrepancies within thirty (30) days after you are charged, You will be considered to have accepted the amounts charged. You release SOLUTIONS SPORTS AND SPINE, INC. from any and all liability and claims resulting from any error or discrepancy that is not reported to SOLUTIONS SPORTS AND SPINE, INC. within that thirty (30) day notice period.



24. Payment Authorization.

If you choose a subscription option with recurring payments (including any pre-paid subscription option which reverts to a monthly payment plan at the expiration of the pre-paid period), you agree that SOLUTIONS SPORTS AND SPINE, INC. may automatically charge the subscription fee to your credit or charge card at the beginning of each period. Your SOLUTIONS SPORTS AND SPINE, INC. Service access will not be established until SOLUTIONS SPORTS AND SPINE, INC. has verified that the credit card information you provide us for payment is accurate and that your credit card account is in good standing. SOLUTIONS SPORTS AND SPINE, INC. may, at its discretion, change the SOLUTIONS SPORTS AND SPINE, INC. Service fees, and any other fee, from time to time. SOLUTIONS SPORTS AND SPINE, INC. will notify you 30 days in advance of any fee changes or new fees applicable to your SOLUTIONS SPORTS AND SPINE, INC. Service subscription; you may obtain information about the fees currently in effect at any time by contacting SOLUTIONS SPORTS AND SPINE, INC. Customer Support at [email protected]. SOLUTIONS SPORTS AND SPINE, INC. reserves the right to suspend or terminate your SOLUTIONS SPORTS AND SPINE, INC. Service without notice upon rejection of any credit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to SOLUTIONS SPORTS AND SPINE, INC. when SOLUTIONS SPORTS AND SPINE, INC. believes you are liable for the charges. You agree to pay a late charge on all amounts due which remain unpaid for 30 days or more past their due date. The late charge will equal 1.5% of the past due amount, or the highest rate allowed by law, whichever is less, per month until paid. Such rights are in addition to and not in lieu of any other legal right or remedies available to SOLUTIONS SPORTS AND SPINE, INC.. SOLUTIONS SPORTS AND SPINE, INC. reserves the right to refer your account to a third party for collection in the event of an ongoing default. SOLUTIONS SPORTS AND SPINE, INC. is entitled to recover from you any sums expended in connection with the collection of undisputed sums not paid when due, including reasonable attorneys’ fees.


25. Audit Rights and Enforcement.

We have the right, but not the obligation, at any time, to audit your use of the Site to determine your compliance with these Terms. We have the right to enforce these Terms, for any reason and in any manner or by any means that we deem necessary or appropriate, such as (but not limited to) the deletion of PRO Chiropractic Online CE Content, the suspension or termination of User accounts, and/or cooperating with any legal process relating to your use of the Site.


26. Termination of Service.

Subject to any Service commitment to which you may be bound, you may terminate your account, this Agreement, and your right to use the SOLUTIONS SPORTS AND SPINE, INC. Service, at any time and for any reason or no reason, by contacting SOLUTIONS SPORTS AND SPINE, INC. Customer Support at [email protected]. The SOLUTIONS SPORTS AND SPINE, INC. service will be terminated within 24 hours after your call, and unused subscription fees are nonrefundable. 


Notwithstanding anything to the contrary in this Agreement, SOLUTIONS SPORTS AND SPINE, INC. retains the absolute right to immediately suspend or terminate your account, and terminate this Agreement, if the charges to your credit card for the fees described in the "Subscription Fees and Service Commitment" and "Payment Authorization" sections are refused for any reason, if you breach any provision in this Agreement, if you misuse the SOLUTIONS SPORTS AND SPINE, INC. Service, and/or if you use the SOLUTIONS SPORTS AND SPINE, INC. Service or SOLUTIONS SPORTS AND SPINE, INC. Content in such a manner as to infringe upon the intellectual property rights of SOLUTIONS SPORTS AND SPINE, INC. or any third party. In addition, SOLUTIONS SPORTS AND SPINE, INC. reserves the right to terminate your account, to suspend or discontinue offering the Site, and to terminate this Agreement for any other reason or no reason if SOLUTIONS SPORTS AND SPINE, INC. gives you at least 30 days advance notice of such termination. Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the SOLUTIONS SPORTS AND SPINE, INC. service before termination. Upon any termination of your account, the Site, and/or this Agreement, we shall not be responsible or liable to you for any such termination, including the termination of your access to your account and the information associated with your account. Unless required by law, we shall not be required to make your information or files available to you after such termination. These Terms will continue to apply to all past use of the Site, Service, and Solution Sports and Spine Content.



27. Linked Sites. 

SOLUTIONS SPORTS AND SPINE, INC. has no control over, and no liability for any third party websites or materials. The Site may contain links to other websites and online resources that we do not own, operate, or control. Because we have no control over the content and performance of these sites and services, SOLUTIONS SPORTS AND SPINE, INC. makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and SOLUTIONS SPORTS AND SPINE, INC. assumes no responsibility for and does not endorse such external sites or services or their content or products. If you click on the links, you will leave the Site and be subject to the terms of use and privacy notices of the linked sites. YOUR USE OF THIRD-PARTY SITES, SERVICES, AND PRODUCTS IS AT YOUR OWN RISK. We shall not be liable for any damage or loss incurred by you in connection with the websites, services, or products accessed through links contained on this Site.



28. Electronic Communications.

When you visit the Site or send us emails, you are communicating with us electronically. You consent to receive communications from us electronically. Unless otherwise set forth in these Terms, notices to you may be made via postings to the Site, by email, or by regular mail, in our discretion, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings, based upon or relating to these Terms and/or your use of the Site, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.


29. Severability; Waiver. 

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable or invalid, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of or default under any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.


30. General Terms.

These Terms do not create any partnership, joint venture, employer-employee, broker-dealer, agency, or franchise relationship between you and us. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign our rights and delegate our duties under these Terms to any party at any time. Unless otherwise expressly stated herein, these Terms (and the Privacy Notice incorporated herein) constitute the entire agreement between you and SOLUTIONS SPORTS AND SPINE, INC. relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements. We reserve all rights not expressly granted in these Terms.


31. California Consumer Rights Notice.

Under California Civil Code Section 1789.3, Users who are California residents are entitled to the following consumer rights notice: The provider of this Site and Services is SOLUTIONS SPORTS AND SPINE, INC., Inc., located at 2600 NE Multnomah St, Portland, Oregon 97232. As of the Last Modified Date of these Terms, subscribers will be charged a listed fee for web-based access of continuing education video and/or audio material. If you are a California resident, you may report complaints with the Services provided through this Site to or request information regarding the Services from the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 350 Winter Street NE, P.O. Box 14480, Salem, OR 97309-0405, or by telephone at 503-378-4100. We request that you first report complaints directly to us and try to resolve them with us before contacting the Complaint Assistance Unit.


32. Contact Information.

If you have any questions or concerns regarding this Agreement or the Site, you can contact us at:


SOLUTIONS SPORTS AND SPINE, INC.

2600 NE Multnomah St.

Portland, Oregon 97232

[email protected]

 


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