Terms And Conditions

Effective January 8, 2018

UptimeHealth Management, LLC (“UptimeHealth”) allows consumers of UptimeHealth (collectively, the “Consumers”) to provide reviews and ratings on a variety of service companies and health related providers (collectively, a “Service Provider”) with whom they have had first-hand experiences. On behalf, and as representative, of a Service Provider (“You” or “Company”), You are permitted to use the website (www.uptimehealth.com) (the “Website”) and the information contained therein subject to the terms and conditions contained in this Service Provider’s User Agreement, which may be modified, amended or replaced by UptimeHealth from time to time at UptimeHealth sole discretion (collectively, the “Agreement”). Such modifications will become effective immediately upon the posting thereof. This Agreement shall also govern other aspects of Your relationship with UptimeHealth beyond Your use of the Website, as described herein.

In consideration of UptimeHealth granting the Company access to its Website and the information contained therein, and in order to use the Website, You must read and accept all of the Terms and Conditions in, and linked to, this Agreement. It is the Company’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

Terms and Conditions

Consumers may submit a review or report and other information (collectively, “Consumer Content”) on any Service Provider with which they have communicated or had another first-hand experience, whether or not work was started, performed, or completed. If the Company disputes any Consumer Content, the Company’s sole course of action with respect to such Consumer Content as it relates to UptimeHealth and the Website is to utilize the Services (as defined below) which are available online at the Website.

By agreeing to the Terms and Conditions of this Agreement, the Company is hereby permitted to use the services offered to Service Provider’s including, without limitation, access to ”Business Center”, the ability to review Consumer Content pertaining to the Company, the ability to submit responses to Consumer Content, the ability to update and maintain profile information on the Company, the ability to utilize the dispute resolution process offered through the Website and facilitated by UptimeHealth and such other services that UptimeHealth may offer to Service Providers from time to time (collectively, the “Services”).

By agreeing to the Terms and Conditions of this Agreement, UptimeHealth grants the Company a limited license to access and use the Website and the Services. Notwithstanding the foregoing, the Company acknowledges and agrees that it will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Website (or any of the content therein including, without limitation, any Consumer Content or any profiles of UptimeHealth members) or Services for any commercial or other purpose, without the express written consent of UptimeHealth.

UptimeHealth does not endorse and is not responsible or liable for any Consumer Content, SP Content (as defined below), data, advertising, products, goods or services available or unavailable from, or through, UptimeHealth. The statements, information and ratings contained in any Consumer Content are solely the opinion of the Consumer submitting such Consumer Content and do not reflect the opinion of UptimeHealth or any of its affiliates or subsidiaries or any of their respective owners, managers, officers, employees, agents or representatives.

The Company acknowledges and understands that UptimeHealth simply acts as a passive conduit and an interactive computer provider for the publication and distribution of Consumer Content and SP Content. UptimeHealth does not have any duty or obligation to investigate the accuracy of Consumer Content or the quality of the work performed by the Company or any other Service Provider which is the subject of any Consumer Content. By using the Services, the Company agrees that it is solely the Company’s responsibility to evaluate the Company’s risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that the Company submits, transmits or otherwise conveys through the Services (collectively, “SP Content”).

Under no circumstances will UptimeHealth be liable in any way for any Consumer Content or SP Content including, but not limited to, any Consumer Content or SP Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any Consumer Content or SP Content submitted, accessed, transmitted or otherwise conveyed via the Services or otherwise.

The Company hereby waives any claims, rights or actions that it may have against UptimeHealth or any of its affiliates or subsidiaries with respect to any Consumer Content or SP Content and releases UptimeHealth and each of its affiliates and subsidiaries from any and all liability for or relating to Consumer Content or SP Content.

The Company agrees to indemnify and hold UptimeHealth and each of its affiliates and subsidiaries and their respective owners, managers, officers, employees, agents or representatives harmless for any damages that may arise, directly or indirectly, from any claim or right it may have against UptimeHealth with respect to any statements made by a Consumer or Consumer Content submitted by a Consumer which is communicated, posted or published by UptimeHealth on its Website or to a third party.

The Company acknowledges and agrees that the Company can neither require UptimeHealth to place the Company on its Website nor remove the Company or any Consumer Content from UptimeHealth. The Company further acknowledges and understands that the Company is not a Consumer of UptimeHealth, cannot refer to itself as a Consumer of UptimeHealth, and is not afforded the same access to the Website as a Consumer nor the benefits afforded to a Consumer.

The Company and its current or former owners, directors, managers, employees, agents and family members are expressly prohibited from purchasing gift memberships to UptimeHealth or reimbursing clients or customers for their UptimeHealth membership cost. In addition, individuals affiliated with the Company including, without limitation, current or former owners, current or former employees or officers, family members, or current or former partners, investors, managers or directors (collectively, the “Affiliated Persons”) may not submit Consumer Content to UptimeHealth on the Company. The Company hereby acknowledges and agrees that to the extent an Affiliated Person has submitted or posted any Consumer Content on the Company or any company or person competitive to the Company, or believes that Consumer Content was posted by an Affiliated Person that UptimeHealth may immediately remove such Consumer Content without notice or recourse against UptimeHealth .

SP Content shall not contain any unauthorized content which includes but is not limited to:

    1. Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.);
    1. Comments that do not address the Consumer Content or comments with no qualitative value as determined by UptimeHealth in its sole discretion;
    1. Content that contains personal attacks or describes physical confrontations and/or sexual harassment;
    1. Messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter;
    1. Language that violates the standards of good taste or the standards of the Website, as determined by UptimeHealth in its sole discretion;
    1. Content determined by UptimeHealth, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;
    1. Language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or
    1. Content that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

The Company acknowledges and agrees that UptimeHealth in its sole discretion may remove without notice any SP Content or any portion thereof that UptimeHealth believes violates the foregoing.

UptimeHealth may suspend, restrict or terminate the Company’s use of the Services or any portion thereof if the Company breaches or fails to comply with any of the Terms and Conditions of this Agreement.

Although UptimeHealth does not claim ownership of any SP Content or other communications or materials submitted by or given by the Company to UptimeHealth, by providing SP Content for the Website or other mediums, the Company automatically grants, and the Company represents and warrants that the Company has the right to grant, to UptimeHealth an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute such SP Consent and to prepare derivative works of, or incorporate into other works, such SP Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing UptimeHealth with SP Content, the Company automatically grants UptimeHealth all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of SP Content on the Website or in any other medium by any other party. No compensation will be paid with respect to UptimeHealth use of SP Content. UptimeHealth is under no obligation to post or use any of SP Content or maintain SP Content. UptimeHealth may remove SP Content at any time in UptimeHealth sole discretion.

It is the Company’s sole responsibility to review and monitor any Consumer Content regarding the Company that is posted by Consumers and to submit responses it deems necessary to any Consumer Content. UptimeHealth does not have any obligation to provide a notice or update to the Company with respect to any new information or Consumer Content that it learns of or receives about the Company from its Consumers.

The Company has the sole responsibility of updating any and all of its information on the Website including, without limitation, the Company’s description and profile information.

The Company agrees not to use or cause any robot, bot, spider, other automatic device, or computer program routine or manual process to monitor, duplicate, take, obtain, transfer, modify, use, reproduce, aggregate or copy UptimeHealth, any Consumer Content, any Consumer profiles, SP Content (including SP profiles) or any other content contained on the Website or any other publication of UptimeHealth. You shall not use or cause any device, software, or routine to interfere or attempt to interfere with the proper working of the Website.

The Company hereby represents and warrants to UptimeHealth that (a) all information provided to UptimeHealth by the Company is true, complete and accurate in all respects, and (b) the Company is authorized to submit information to UptimeHealth. UptimeHealth is authorized by the Company to rely upon the truthfulness, completeness and accuracy of SP Content in order to serve its Consumers.

The Company acknowledges that the Website utilizes one or more website analytic services, including, without limitation, MouseFlow and ClickTale, which may record mouse clicks, mouse movements, scrolling activity and text entered into the Website by users. These services do not collect personally identifiable information that is not voluntarily entered into the Website by the user. UptimeHealth uses the information collected by these service providers to improve the usability and other features of the Website. Users may choose to disable the ClickTale service at http://www.clicktale.net/disable.html.

The Company acknowledges that UptimeHealth will use the telephone numbers, email addresses and facsimile numbers that are submitted to UptimeHealth in connection with registering with UptimeHealth to contact the Company with information regarding UptimeHealth. UptimeHealth agrees not to sell, trade, rent or share such information with any third parties. By providing a wireless phone number to UptimeHealth, Company agrees that UptimeHealth may call or send text messages to the wireless phone number for any purpose, including marketing purposes, using all methods now known and discovered in the future, including, but not limited to, auto-dialers, pre-recordings, and general telemarketing practices. Company agrees that these calls or text messages may be regarding the products and/or services that Company has previously purchased and products and/or services that UptimeHealth may market to me. Company acknowledges that this consent may be removed upon request.

To the extent a third party posts or submits any SP Content or manages the Company’s profile or information on the Website, the Company hereby acknowledges and agrees that the Company shall remain fully responsible for any SP Content or information posted or submitted by such third party.

The Company agrees unless expressly authorized by UptimeHealth not to access, copy, duplicate use, reproduce, alter, modify, create derivative works, display, sell, re-sell, advertise or market with or otherwise exploit for any commercial, educational or other purpose any Consumer Content, any Consumer profiles, any SP profiles, or any other content from the Website or UptimeHealth, including, without limitation, any reviews or ratings or any other content contained in any Consumer Content.

UptimeHealth is the owner and/or authorized user of any trademark and/or service mark, including, without limitation, the name “UptimeHealth”, appearing on the Website and is copyright owner or licensee of the content and/or information on the Website. By placing them on the Website, UptimeHealth does not grant the Company any license or other authorization to copy or use its trademarks, service marks, copyrighted material, or other intellectual property, except as provided herein.

UptimeHealth reserves the right to exercise any rights or remedies which may be available to it against the Company if the Terms and Conditions of this Agreement are violated by the Company. These remedies include, but are not limited to, revocation of (a) Super Service Awards (present & past) and any associated license, (b) advertising privileges, (c) use of the Services, or (d) appearances on the Website and/or any other appearances in any Angi UptimeHealth publication, and Company agrees that the exercise of one remedy shall not preclude the availability of any other remedy.

The Company understands and agrees that, because damages resulting from Company’s breach of this Agreement are difficult to calculate, if it becomes necessary for UptimeHealth to pursue legal action to enforce the Terms and Conditions of this Agreement, the Company will be liable to pay UptimeHealth the following amounts as liquidated damages, which the Company accepts as reasonable estimates of UptimeHealth’s damages for the specified breaches of this Agreement:

    1. If the Company posts SP Content in violation of this Agreement, the Company agrees to promptly pay UptimeHealth One Thousand Dollars ($1,000) for each item of SP Content posted in violation of this Agreement. UptimeHealth may (but is not required) issue the Company a warning before assessing damages.
    1. If the Company exploits for any purpose (commercial or otherwise) any Consumer Content, profiles of UptimeHealth members or any other information contained on the Website including, without limitation, ratings and/or reviews in violation of this Agreement, the Company agrees to pay Ten Thousand Dollars ($10,000) per report, record or review exploited.
    1. If the Company uses or causes any robot, bot, spider, other automatic device or computer program routine or any manual process to monitor, duplicate, take, aggregate, obtain, modify, use, reproduce or copy any Consumer Content, any profiles of UptimeHealth members, SP content (including SP profiles) or any other content contained on the Website or in any other publication of UptimeHealth, the Company agrees to pay One Hundred Dollars ($100) for each report, record, review or other information that is monitored, duplicated, transferred, taken, obstructed, modified, used, reproduced, aggregated or copied.
    1. Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, the Company agrees to pay the actual damages suffered by UptimeHealth to the extent such actual damages can be reasonably calculated.

Notwithstanding any other provision of this Agreement, the Company reserves the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

THE COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT UPTIMEHEALTH WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF UPTIMEHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SP CONTENT; (D) SP CONTENT THE COMPANY MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY CONSUMER OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY UPTIMEHEALTH OR THE FAILURE OF UPTIMEHEALTH TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; (H) ANY CONSUMER CONTENT POSTED; OR (I) ANY OTHER DEALINGS OR INTERACTIONS THE COMPANY HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to the Company.

TO THE EXTENT UPTIMEHEALTH IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, UPTIMEHEALTH’S LIABILITY FOR DAMAGES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

This Agreement and the relationship between the Company and UptimeHealth will be governed by the internal laws of the State of Texas, notwithstanding the choice of law provisions or conflict of law analysis of the venue where any action is brought, where the violation occurred, where the Company may be located or any other jurisdiction. The Company agrees and consents to the exclusive jurisdiction of the state or federal courts located in Houston, Texas and waives any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that UptimeHealth may elect, in its sole discretion, to litigate the action in the county or state where any breach by the Company occurred or where the Company can be found. The Company agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

In the event this Agreement is terminated, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 4-7, 10, 19-26, and 28.

The Company agrees to indemnify and hold UptimeHealth and each of its affiliates and subsidiaries and each of their respective owners, officers, agents, managers, partners, employees, agents and representatives harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees (whether incurred in enforcing this Agreement or otherwise), made by any third party due to or arising out of the Company’s use of UptimeHealth.

UptimeHealth may modify or restate the Terms and Conditions of this Agreement and such modification(s) will be effective immediately upon being posted on the Website. UptimeHealth will make note of the date of the last update to the Agreement on the first page of this Agreement. The Company is responsible for reviewing these terms and conditions regularly. The Company’s continued use of the Services after such modifications will be deemed to be the Company’s conclusive acceptance of all modifications to this Agreement.

The Company agrees that UptimeHealth shall be entitled to payment from the Company for any and all out-of-pocket costs, including, without limitation, attorneys’ fees, incurred by UptimeHealth in connection with enforcing these Terms and Conditions and this Agreement or otherwise.

The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. UptimeHealth is not responsible for any delays, failures or other damage resulting from such problems.

This Agreement may not be re-sold or assigned by the Company. If the Company assigns, or tries to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of UptimeHealth’s rights if UptimeHealth fails to enforce any of the terms or conditions of this Agreement against the Company. In the event a court finds a provision in this Agreement to not be valid, the Company and UptimeHealth agrees that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between the Company and UptimeHealth as a result of this Agreement or use of the Services.

The person agreeing to this Agreement and the Terms and Conditions on behalf of the Company hereby represents and warrants that he/she has the power and authority to bind the Company and that this Agreement and the Terms and Conditions constitutes a valid and binding agreement of the Company.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

UptimeHealth, Inc. (“UptimeHealth”) helps consumers research, hire, rate, and review a variety of service contractors and health related professionals (collectively, “Service Providers”). The following Terms of Use outline your obligations when using the UptimeHealth websites, mobile applications, and services.

ACCEPTANCE OF TERMS

The UptimeHealth Internet site available at www.uptimehealth.com, the UptimeHealth mobile application, all related sites and mobile applications, and the various content, features, and services offered on and in connection with these sites and applications, including the UptimeHealth magazine (collectively, the “Sites and Services”) are owned and operated by UptimeHealth and can only be accessed and used by you under the Terms of Use described below (“Terms of Use”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING ANY OF THE SITES AND SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS AND USE THE SITES AND SERVICES.

MODIFICATIONS OF TERMS OF USE

UptimeHealth may, in its sole discretion, modify these Terms of Use at any time effective upon posting the modified Terms of Use on and in connection with the Sites and Services, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Sites and Services to obtain timely notice of such changes. If you do not agree to the amended terms, you agree to immediately stop using the Sites and Services and to provide UptimeHealth notice to remove you from any distribution lists or other communication list that are available to you through your use of the Sites and Services. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE.

USE OF THE SITE AND SERVICES

Subject to full compliance with these Terms of Use, UptimeHealth grants authorized users a nonexclusive, nontransferable, nonsublicensable, terminable license to access and use the Sites and Services for your personal use. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Sites or Services or any of their content for any purpose except for your personal use and as described in these Terms of Use, without the express written consent of UptimeHealth. UptimeHealth may modify, update, suspend or discontinue the Sites and Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. UptimeHealth shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.

USER CONDUCT

As a condition of your access and use of the Sites and Services and your submission or access to any ratings, reviews, communications, information, data, text, photographs, audio clips, audiovisual works, or other materials on the Sites and Services (collectively, the “Content”), you agree not to use the Sites and Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by UptimeHealth. By way of example, and not as a limitation, you agree not to:

    1. violate these Terms of Use, other applicable agreement with UptimeHealth, and any applicable local, state, national or international law, and any rules and regulations having the force of law;
    2. use the Sites and Services in any manner that violates any relevant law or that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any Content that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
    3. use the Sites and Services or its Content for any purposes not authorized by these Terms of Use, including commercial, political, or religious purposes, including the submission or transmission of any Content that contains advertisements, promotional materials, junk mail, or any other form of solicitation;
    4. reproduce, duplicate, copy, modify, sell, re-sell or exploit any Content or the Sites and Services for any commercial, educational, or any other non-personal purpose or any for any purpose unrelated to your personal purchasing decisions, without the express written consent of UptimeHealth, which consent may be withheld by UptimeHealth in our sole discretion;
    5. post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Sites and Services or any activities conducted on the Sites and Services;
    6. harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with UptimeHealth, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
    7. knowingly provide or submit false or misleading information;
    8. use the Sites and Services if you are under the age of eighteen (18);
    9. take any action that would undermine the review and rating process under the Sites and Services;
    10. attempt to gain unauthorized access to the Sites and Services, other user accounts, or other computer systems or networks connected to the Sites and Services;
    11. use the Sites and Services in any way that could interfere with the rights of UptimeHealth or the rights of other users of the Sites and Services;
    12. attempt to gain unauthorized access to any portion or feature of the Sites and Services, or any other systems or networks connected to the Sites and Services or to any server used by UptimeHealth by hacking, password ‘mining’ or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Sites and Services user;
    13. sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under these Terms of Use;
    14. transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Sites and Services;
    15. access, download, monitor, or copy any information contained on our Sites and Services through artificial means (including but not limited to use any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Sites and Services or any content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Sites and Services; or
    16. probe, scan or test the vulnerability of the Sites and Services or any network connected to the Sites and Services, nor breach the security or authentication measures on or of the Sites and Services or any network connected to the Sites and Services. You may not reverse look-up, trace or seek to trace any information on any other user of the Sites and Services, or any other customer of UptimeHealth, including any UptimeHealth account not owned by you, to its source, or exploit the Sites and Services or any service or information made available or offered by or through the Sites and Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by UptimeHealth and provided for by the Sites and Services.

UPTIMEHEALTH’S SERVICES

When using, accessing, or purchasing particular services or features of the Sites and Services, you shall be subject to any posted agreements, guidelines, or rules applicable to such services or features that may be posted from time to time. All such agreements, guidelines, or rules are hereby incorporated by reference into the Terms of Use.

REGISTRATION INFORMATION

We may require that you create an account to use or access certain parts of the Sites and Services and use certain products and features. We may require that you provide login information such as a username and password to access and utilize your account. As a condition of your use of the Sites and Service, you agree to (a) provide UptimeHealth with true, accurate, current and complete information as prompted by the UptimeHealth’s registration forms, when registering for or using the Sites and Services and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password. While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.

SUBMITTING CONTENT

As a condition of submitting any Content or other materials to the Sites or Services, you agree that:

    1. you grant to UptimeHealth a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, incorporate such Content into other works;
    2. you grant to UptimeHealth all rights necessary to publish or refrain from publishing your name and address in connection with your Content; sublicense through multiple tiers the Content, and acknowledge that this license cannot be terminated by you once your Content is submitted to the Sites and Services
    3. you grant to UptimeHealth all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your Content by any other party
    4. your name and report information may be made available to the public and to the Service Providers on which you report;
    5. you represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, UptimeHealth, and others as described and otherwise contemplated in these Terms of Use
    6. you represent and warrant that each person identified, depicted, or shown in in your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with these Terms of Use
    7. you are solely responsible for your reviews and ratings
    8. UptimeHealth may, in its sole discretion, choose to remove or not to remove reviews and ratings once published
    9. you will not submit any reviews that may be considered by UptimeHealth to be infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violates any relevant law or right of any other party, or racially, ethnically or otherwise objectionable
    10. all of your reviews and ratings will either be based upon (i) your actual first-hand experiences with the Service Providers you are reviewing or (ii) as provided below, an individual and that individual’s actual first-hand experience with a health care or wellness provider whereby you have the legal authority to disclose such health information and experience of such individual
    11. all of your reviews and ratings of the Service Providers that you are rating will be accurate, honest, truthful, and complete in all respects
    12. you do not work for, own any interest in or serve on the board of directors of, any of the Service Providers for which you submit reviews and ratings; you are not in any way related (by blood, adoption or marriage, if the Service Provider is an individual) to any of the Service Providers for which you submit reviews or ratings;
    13. you have not received any form of compensation to post reviews and ratings
    14. you will submit thorough and thoughtful reviews of the Service Providers you review (for example, submitting a review describing a service contractor as “He/She is great.” Without additional commentary is not a thorough and thoughtful review);
    15. you will not submit reviews that comment on other users or the reviews of other users
    16. you will not submit reviews with hyperlinks; 
    17. the reviews and ratings that you provide do not reflect the views of UptimeHealth, its officers, managers, owners, employees, agents, designees or other users.

PUBLICATION AND DISTRIBUTION OF CONTENT

UptimeHealth does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that UptimeHealth simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content (“Service Provider Content”). You understand that all Content and Service Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that UptimeHealth does not control, and is not responsible for Content or Service Provider Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Service Provider Content.

You further acknowledge that UptimeHealth has no obligation to screen, preview, monitor or approve any Content or Service Provider Content, or Content posted or submitted by any other UptimeHealth member or any Service Provider. However, UptimeHealth reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will UptimeHealth be liable in any way for any Content or Service Provider Content, including, but not limited to, any Cont

ent or Service Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against UptimeHealth relating to Content or Service Provider Content, and release UptimeHealth from any and all liability for or relating to any Content or Service Provider Content.

You may, however, report Content that you believe violates these Terms of Use or is otherwise unlawful by sending an email to helpdesk@uptimehealth.com (for copyright complaints, please see below). Please note that you may be liable for damages (including costs and attorneys’ fees) for unlawful misrepresentations. If you are uncertain whether an activity is unlawful, we recommend seeking advice of an attorney.

You agree that UptimeHealth may establish general practices, policies and limits, which may or may not be published, concerning the use of the Sites and Services, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Sites and Services in a given period of time. You agree that UptimeHealth has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Sites and Services. You agree that UptimeHealth has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

SERVICE PROVIDERS

UptimeHealth does not endorse and is not responsible or liable for any Content, data, advertising, products, goods or services available or unavailable from, or through, any third party or Service Provider (which includes, but is not limited to, health care and wellness providers). You agree that should you use or rely on such Content, data, advertisement, products, goods or services, available or unavailable from, or through any third party or Service Provider (which includes, but is not limited to, health care and wellness providers), UptimeHealth is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Service Provider (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Service Provider (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve UptimeHealth. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers (which includes, but is not limited to, health care and wellness providers).

Third parties and Service Providers may link or otherwise direct Internet users to our Sites and Services for the purpose of utilizing one or more of the services we provide on behalf of others. Additionally, we may provide links or otherwise direct you to third party or Service Provider websites. UptimeHealth does not control or operate any such third party or Service Provider websites. Any information you provide to these third party or Service Provider websites while on these third party or Service Provider websites is subject to the respective policies of those third parties or Service Providers, and not UptimeHealth’s policies. It is your responsibility to review such third party or Service Provider policies, including any relevant privacy policies. You agree that UptimeHealth will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these outside websites or for your use or inability to use such websites. UptimeHealth does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third party or Service Provider sites. You use these third party or Service Provider websites at your own risk.

You agree that UptimeHealth is not responsible for the accessibility or unavailability of any Service Provider (which includes, but is not limited to, health care and wellness providers) or for your interactions and dealings with them, waive the right to bring or assert any claim against UptimeHealth relating to any interactions or dealings with any Service Provider (which includes, but is not limited to, health care and wellness providers), and release UptimeHealth from any and all liability for or relating to any interactions or dealings with Service Providers (which includes, but is not limited to, health care and wellness providers).

Without limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third parties or Service Providers found on or through the use of the Sites and Services, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that UptimeHealth shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or Service Providers on the UptimeHealth Sites and Services.

HEALTH RELATED PROVIDERS

The Sites and Services and its Content are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Sites and Services.

If you think you may have a medical emergency, call your doctor or 911 immediately. UptimeHealth does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Sites and Services. UptimeHealth is not a health or wellness provider and cannot recommend or refer you to any health or wellness provider. Reliance on any information provided by UptimeHealth, its employees and others appearing on the Sites and Services at the invitation of UptimeHealth, or other visitors to the Sites and Services is solely at your own risk.

The Sites and Services may contain health-related materials that are sexually explicit. If you find these materials offensive, should not use the Sites and Services. You should be aware that if you post any health-related information about yourself or anyone else on the Sites and Services, you do so at your own risk. If you post health information about services rendered to another individual, you represent that you have the legal authority to receive health information about that individual from that individual’s health care providers and that you have the legal authority to further disclose such health information. If you post health-related information, you will be placing it into the public domain which may violate federal or state laws that protect the privacy of health information. You also acknowledge that the health care or wellness provider about whom you submit Content may submit Content that contain your private or confidential health information in response to Content you submit. UptimeHealth is not liable for any such Content. UptimeHealth cannot be expected to keep you health information confidential if you post it to the Sites or Services or otherwise make it available to others.

Termination of Access

UptimeHealth may terminate your privilege to use or access the Sites and Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Sites and Services and agree not access or make use of, or attempt to use, the Sites and Services. Furthermore, you acknowledge that UptimeHealth reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Sites and Services. You understand that UptimeHealth may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to UptimeHealth.

All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your access to the Sites and Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are provided by UptimeHealth, Inc., 8300 Bissonnet, Ste. 490, Houston, TX 77074. If You have any questions, concerns, or complaints regarding the Services, please contact UptimeHealth, Inc. by either sending: (i) an email to memberservices@uptimehealth.com; or (ii) a letter, first class certified mail, to UptimeHealth, 8300 Bissonnet, Ste. 490, Houston, TX 77074, Attn: Member Services.

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

TRADEMARKS AND COPYRIGHTS

UptimeHealth, and other Sites and Services graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of UptimeHealth in the U.S. and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion.

You should assume all Content and material made available on the Sites and Services is protect by copyright law. Aside from user-submitted Content, all other materials and other information on the Sites and Services, including, but not limited to, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of UptimeHealth and/or its licensors and are protected by all United States and international copyright laws.

Notices

You agree that UptimeHealth may communicate any notices to You under these Terms of Use, through electronic mail, regular mail or posting the notices on the Site. All notices