PTCareOnline Terms of Service

Last updated: September 9th, 2020

These PTCareOnline Terms of Service (these “Terms”) govern your use of the products and services within the Hotham Software Inc. (“Hotham,” “we,” “us,” or “our”) websites and applications, including, without limitation, PTCareOnline.com and any other website or online service that Hotham operates and that links to these Terms (collectively, the "PTCareOnline Services").

Please review these Terms carefully before using the website or the PTCareOnline Services. We may change these Terms or modify any features of the PTCareOnline Services at any time. The most current version of these Terms can be viewed by clicking on the “Terms of Service” link posted at https://www.ptcareonline.com/termspt.html. We may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the PTCareOnline Services after a change to these Terms constitutes your binding acceptance of these Terms.

I. Acceptance of These Terms

Electronic Agreement. These Terms are an electronic contract that sets out the legally binding terms of your use of the PTCareOnline Services. These Terms may be modified by Hotham from time to time. If a change to these Terms materially modifies your rights or obligations, we will notify you of the modified Terms by email to the address you provided in your user profile and/or in a notification in the PTCareOnline Services or on our website. Material modifications will be effective upon your acceptance of such modified Terms or upon your continued use of the PTCareOnline Services after we send or post our notification of the changes, whichever is earlier. Other modifications are effective upon publication. These Terms incorporate by reference Hotham's Privacy Policy and any notices regarding the PTCareOnline Services or policies posted on the PTCareOnline Services.

Format of these Terms. By accessing the PTCareOnline Services, you consent to have these Terms provided to you in electronic form. You may request a non-electronic copy of these Terms at any time. To receive a non-electronic copy of these Terms, please send an e-mail to support@ptcareonline.com.

Withdrawing Your Consent. You have the right at any time to withdraw your consent to have these Terms provided to you in electronic form. To withdraw your consent, please send an email to support@ptcareonline.com. Should you choose to withdraw your consent to have these Terms provided to you in electronic form, we will discontinue your then-current username and password, and you will not have the right to use the PTCareOnline Services unless, and until, we issue you a new username and password. Your withdrawal of consent will not affect the legal validity or enforceability of these Terms provided to, and electronically signed by, you prior to the effective date of your withdrawal.

II. Privacy

By using the PTCareOnline Services, you consent to our processing your information consistent with our Privacy Policy. You authorize Hotham to use and publish any comments you choose to share about the PTCareOnline Services, including comments shared in patient satisfaction surveys, unless otherwise specified. Hotham will only publish comments using your first name. If you choose to share your protected health information over email, telephone or video communications you acknowledge that such email, telephone or video communications may not be encrypted and/or may not be a secure method of communication, and you assume the risk of such unsecured communications.

III. Important Information about Your Use of the Services

Do not use the PTCareOnline Services for emergency medical needs. If you experience a medical emergency, call 9-1-1 immediately.

Hotham does not provide any physicians’ or other healthcare providers’ (collectively, “Providers”) services itself. Hotham does not give medical advice. All of the Providers are independent of Hotham and are merely using the PTCareOnline Services to communicate with you. Any information or advice received from a Provider comes from the Provider, and not from Hotham. Your interactions with the Providers via the PTCareOnline Services are not intended to take the place of your relationship(s) with your regular health care practitioner(s). Your relationship with the Providers is directly between you and the Provider. You will never have a physician-patient relationship with Hotham. Hotham does not practice medicine or any other licensed profession and offers no medical or other professional services.

Neither Hotham nor any of its licensors or suppliers or any third parties who promote the PTCareOnline Services or provide you with a link to the PTCareOnline Services shall be liable for any professional advice you obtain from a Provider via the PTCareOnline Service nor for any information obtained from our other services. You acknowledge your reliance on any Providers or information provided by the PTCareOnline Services is solely at your own risk and you assume full responsibility for all risk associated therewith.

Hotham does not make any representations or warranties about the training or skill of any Providers using the PTCareOnline Services. You are ultimately responsible for choosing your particular Provider on the PTCareOnline Services.

You hereby certify that you are physically located in the state you have entered as your current location on the PTCareOnline Services. You acknowledge that your ability to access and use the PTCareOnline Services is conditioned upon the truthfulness of this certification and that the Providers you access through the PTCareOnline Services are relying upon this certification in order to interact with you. In the event that your certification is inaccurate, you agree to indemnify Hotham and the Providers you interact with from any resulting damages, costs, or claims.

You hereby certify that you are not a Medicare or Medicaid beneficiary. If you provide false or deceptive information regarding your Medicare or Medicaid enrollment status, Hotham reserves the right to terminate all current or future use of the PTCareOnline Services by you.

The PTCareOnline Services are for your personal use only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not use the PTCareOnline Services and should not use the PTCareOnline Services for any purpose. All use of the PTCareOnline Services may be investigated including, without limitation, to identify illegal or unauthorized use, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive action. Your use of the PTCareOnline Services is with the permission of Hotham, which may be revoked at any time, for any reason, in Hotham’s sole discretion.

IV. Account Enrollment; Communications

To access Providers using the PTCareOnline Services, you must first establish an individual user account (“Account”) by providing certain information. You agree that you will not create more than one Account, or create an Account for anyone other than yourself (with the exception of subaccounts established for minor children of whom you are a parent or legal guardian). You agree to provide true, accurate, current, and complete information on the Account enrollment form and to keep this information current and updated as needed.

You represent and warrant that you are at least 18 years of age and possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to these Terms.

You represent and warrant that you shall access the PTCareOnline Services and Content only: (i) for your personal use; and (ii) from and within the United States. The PTCareOnline Services are not intended to be used outside of the United States. Hotham makes no representations and warranties that the PTCareOnline Services comply with applicable law in your jurisdiction and Hotham shall not be responsible for your use of the PTCareOnline Services outside of the United States. In the event that you use the PTCareOnline Services outside of the United States, you acknowledge and understand that you are solely responsible for any and all legal consequences for violating applicable laws within your jurisdiction and that you shall have no right of recourse against Hotham.

Electronic Notices. By using the PTCareOnline Services or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the PTCareOnline Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the PTCareOnline Services or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at support@ptcareonline.com.

Notification in Case of Breach. You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify PTCareOnline support. You will be solely responsible for the losses incurred by Hotham and others due to any unauthorized use of your account that takes place prior to notifying Hotham that your account has been compromised.

V. Prohibited Conduct

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

• transmit any message or information under a false name or otherwise misrepresent your affiliation or the origin of materials you transmit;
• provide information on the enrollment form that is untrue, inaccurate, not current, or incomplete;
• transmit any message or information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, or hateful;
• transmit any message or information that infringes or violates the intellectual property, privacy, or publicity rights of others;
• reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate content received through the PTCareOnline Services to anyone without prior express permission;
• engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information;
• take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
• use any device, software, or routine to interfere or attempt to interfere with the proper working of the PTCareOnline Services or any activity conducted on the PTCareOnline Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
• attempt to modify, translate, decipher, decompile, disassemble, reverse-engineer, or create derivative works of any of the software comprising or in any way making up a part of the PTCareOnline Services; or
• engage in any other conduct that restricts or inhibits any person from using or enjoying the PTCareOnline Services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate these Terms. We may suspend or terminate your access to the PTCareOnline Services for any or no reason at any time without notice.

VI. Payment Authorization

By providing a credit card or other payment method accepted by Hotham (“Payment Method”), you are expressly agreeing that we are authorized to charge to the Payment Method any fees for your use of the PTCareOnline Services, together with any applicable taxes. Please note that Hotham may not receive complete information from your health insurance plan, if applicable, regarding the applicable co-pay due from you for your consultation. As such, you may be billed more than once with respect to a consultation to account for additional co-pay amounts due, if any.

You agree that authorizations to charge your Payment Method remain in effect until you cancel it in writing, and you agree to notify Hotham of any changes to your Payment Method. You certify that you are an authorized user of the Payment Method and will not dispute charges for the PTCareOnline Services that correspond to consultation fees or the co-payment required by your health plan. You acknowledge that the origination of ACH transactions to your account must comply with applicable provisions of U.S. law. In the case of an ACH transaction rejected for insufficient funds, Hotham may at its discretion attempt to process the charge again at any time within thirty (30) days.

You acknowledge and agree that fees for consultations may increase at any time.

VII. Intellectual Property Rights

Hotham Intellectual Property. Hotham and/or its licensors are the owner of all right, title, and interest in and to the PTCareOnline Services, including all rights to the information, content, design, software code, scripts, database structures, trademarks, copyrights, and other intellectual property included in or utilized by the PTCareOnline Services, and any updates thereto (the “Hotham IP”). Hotham IP does not include any Content (defined below). Hotham IP is protected by applicable intellectual property and other laws, including laws governing patents, copyrights, trade secrets, trademarks, and unfair competition.

License to You. Subject to your ongoing compliance with these Terms, Hotham grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your personal, non-commercial use for lawful purposes.

Reservation of Rights Not Expressly Granted. Hotham reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Hotham intellectual property.

Open Source. The PTCareOnline Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Although the PTCareOnline Services are provided to you subject to these Terms, nothing in these Terms will be deemed to prevent, restrict, or otherwise prevent or restrict you from obtaining such Open Source Components under the applicable third-party licenses or to limit your use of such Open Source Components thereunder.

Content. Certain features of the PTCareOnline Services may permit you or other users (including Providers) to upload content to the PTCareOnline Services, including messages, reviews, images, data, text, and other types of information (“Content”) and to publish Content on the PTCareOnline Services. You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the Content that you post to the PTCareOnline Services.

Limited License Grant to Hotham. By posting or publishing Content, you grant Hotham a worldwide, non-exclusive, royalty-free, fully paid, unrestricted right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify, and distribute your Content, in whole or in part, in accordance with our Privacy Policy, in any media formats and through any media channels now known or hereafter developed.

Limited License Grant to Other Users. By posting or sharing Content with other users of the PTCareOnline Services (including Providers), you grant those users a non-exclusive license to access and use that Content as permitted by these Terms and the functionality of the PTCareOnline Services.

Content Representations and Warranties. You are solely responsible for your Content and the consequences of posting or publishing Content. By posting or publishing Content, you affirm, represent, and warrant that:

• you are the creator and owner of the Content, or have the necessary licenses, rights, consents, and permissions to authorize Hotham and users of the PTCareOnline Services (including Providers) to use and distribute your Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by the PTCareOnline Services, Hotham, and these Terms; and
• your Content, and the use of the PTCareOnline Services as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Hotham to violate any law or regulation, including laws related to the privacy of personal or health information.

Content Disclaimer. Hotham is under no obligation to monitor, edit, or control Content that you or other users (including Providers) post or publish, and will not be in any way responsible or liable for Content or any failure to review or act upon Content. Hotham may, however, at any time and without prior notice, screen, remove, edit, or block any Content that in our sole judgment violates these Terms or is otherwise objectionable. To the fullest extent allowed under applicable law, you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Hotham with respect to Content. We expressly disclaim any and all liability in connection with Content, to the fullest extent allowed under applicable law. If notified by a user or content owner that Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Content, which we reserve the right to do at any time and without notice.

You hereby consent to Hotham’s engagement of third parties (including Hotham’s affiliates and subsidiaries) to perform, provide, or support the performance or provision of, all or any portion of the PTCareOnline Services and they may receive access to your Content.

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. The trade names, trademarks, service marks, logos, and slogans contained in the PTCareOnline Services are the trade names, trademarks, service marks, logos and slogans of Hotham (each a “Mark” and collectively the “Marks”). You are not authorized to use any Mark in any advertisement, publicity or in any other commercial manner without our prior written consent. The trade names, trademarks, service marks, logos and slogans contained in the PTCareOnline Services that are not our Marks are the trade names, trademarks, service marks, logos and slogans of their respective owners.

Feedback. You may be asked to provide input, suggestions, and feedback on the PTCareOnline Services and your Hotham experience (“Feedback”). This Feedback is always optional and your choice. If you choose to provide Feedback, then you hereby grant Hotham an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the PTCareOnline Services and create other products and services. The Feedback may be hosted and stored at a third party website. You agree to not provide any personally identifiable information when providing Feedback.

Links. The PTCareOnline Services or third parties may provide links to web sites operated by third parties. These links are provided solely for convenience and reference purposes only. The inclusion of any such link does not imply that we endorse the content of any web site to which the PTCareOnline Services provides a link, nor are we liable for your reliance on or use of any information or materials contained in them.

Patient-Collected Data. For the avoidance of doubt, each of Hotham, Providers, as well as each patient/end-user of a Provider (a “Patient”) and Hotham Inc. (the entity) shall have rights to use the Patient-Collected Data. As used herein, the “Patient-Collected Data” shall mean the PHI that is collected in connection with your use and a Provider’s of the PTCareOnline Services. In the event that Patient requests its Patient-Collected Data from Hotham, Hotham shall use its reasonable efforts to provide the Patient-Collected Data to a Patient. As used herein, “PHI” shall mean individually identifiable health information, as that term is defined in 45 C.F.R. § 160.103.

Physician-Created Data. Further, nothing herein these Terms shall prohibit Hotham from using the aggregated, non-personally identifiable data created, compiled, analyzed or otherwise collected by the Patient or Provider in its use of the PTCareOnline Services (the “Physician Data”). Additionally, Hotham shall have the right to either provide or not provide the Physician Data to any third parties.

Automatically Collected Data. We may collect certain information automatically when you use the PTCareOnline Services, such as your Internet protocol (IP) address, device and advertising identifiers, browser type, operating system, Internet service provider, pages that you visit before and after using the PTCareOnline Services, the date and time of your visit, information about the links you click and pages you view within the PTCareOnline Services, and other standard server log information. We may also collect certain location information when you use our PTCareOnline Services, such as your computer’s IP address, your mobile device’s GPS signal, or information about nearby WiFi access points and cell towers.

We may use cookies, pixel tags, Local Shared Objects, and similar technologies to automatically collect this information. Cookies are small bits of information that are stored by your computer’s web browser. Pixel tags are very small images or small pieces of data embedded in images, also known as “web beacons” or “clear GIFs,” that can recognize cookies, the time and date a page is viewed, a description of the page where the pixel tag is placed, and similar information from your computer or device. Local Shared Objects (sometimes referred to as “Flash Cookies”) are similar to standard cookies except that they can be larger and are downloaded to a computer or mobile device by the Adobe Flash media player. By using the PTCareOnline Services, you consent to our use of cookies and similar technologies.

We may also collect technical data to address and fix technical problems and improve our PTCareOnline Services, including the memory state of your device when a system or app crash occurs while using the PTCareOnline Services. Your device or browser settings may permit you to control the collection of this technical data. This data may include parts of a document you were using when a problem occurred, or the contents of your communications. By using the PTCareOnline Services, you are consenting to the collection of this technical data.

Copyright Policy. Let us know if you think a user has violated your copyright using the PTCareOnline Service, or if you think someone incorrectly reported that you violated his or her copyright. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the PTCareOnline Services infringe your copyright, you (or your agent) may send Hotham a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the PTCareOnline Services are covered by a single notification, a representative list of such works);
3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Hotham to locate the material on the PTCareOnline Services;
4. Your name, address, telephone number, and email address (if available);
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Hotham a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the PTCareOnline Services should be sent to support@ptcareonline.com. Consult your legal advisor and see 17 U.S.C. Section 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

VIII. Hotham’s Health-Related Information Practices; Confidential Information

Hotham voluntarily complies with the requirements of the “Privacy Rule” and “Security Rule” as defined by Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”). We also comply with the 21st Century Cures Act.

We may use and disclose health-related information to provide our services.

We may use de-identified health-related information as permitted by law.

Use and Disclosure. We may use and process the health-related information posted to the PTCareOnline Services for the proper management, provision, and administration of the PTCareOnline Services and our business, and as required by law. We may also disclose health-related information if required by law or we obtain reasonable assurances from the recipient that such information will be held confidentially and used or further disclosed only as required by law or for the purpose for which we disclosed it. You agree that Hotham may use and share de- identified health-related information to the fullest extent permitted by law.

Data Transfers at Your Request. We do not transfer health-related information to third parties, other than our vendors, suppliers and as required to process patient billing. We may transfer health-related information to such third parties, including health plans, health-care clearinghouse, and others. You authorize us to make such transfers upon the request of you or the users who are acting under your account. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and disclose the information.

We will use appropriate administrative, physical, and technical safeguards to prevent use or disclosure of health-related information other than as provided for by these Terms.

Appropriate Safeguards. We will use appropriate safeguards to prevent the use or disclosure of health-related information other than as provided for by these Terms, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information.

Security Incident. We will report to you any discovered use or disclosure of health- related information not provided for by these Terms, or when we determine that unauthorized access to health-related information has occurred.

Our Agents. We will ensure that any of our agents, suppliers, and vendors to whom we provide health-related information for purposes of assisting us in providing the PTCareOnline Services, agrees to the same restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable and appropriate safeguards.

Access, Amendment, and Accountings. We will facilitate your requirements under the Privacy Rule to give patients access and the ability to amend health-related information you posted to the PTCareOnline Services. We may also facilitate an accounting of disclosures as required by the Privacy Rule.

Department of Health and Human Services (“HHS”) Audits. We will give HHS access to our internal practices, books, and records related to the use and disclosure of health- related information for the purposes of determining your compliance with the Privacy Rule

The PTCareOnline Services retains the information you post to it for compliance and regulatory purposes and will cooperate with you regarding requests to delete information. We will provide you copies of health-related information in electronic form upon your request, if you decide to terminate your use of the PTCareOnline Services.

Security Rule. We will comply with the provisions of the HIPAA Security Rule that are made applicable to business associates. We will notify you of the discovery of any breach of health-related information that we store and we will cooperate reasonably with you to investigate and mitigate any such breach. We will provide you with the necessary information to make any legally required notification to individuals.

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include the data you post to the PTCareOnline Services, not including health-related information; Hotham Confidential Information shall include the PTCareOnline Services, Feedback, and information relating to the performance, reliability, or stability of the PTCareOnline Services, operation of the PTCareOnline Services, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

IX. Account Security

You are solely responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are solely and fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Hotham of any loss or unauthorized use of your username or password or any other breach of security related to your account, and (b) ensure that you exit from your account at the end of each session. Hotham will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling any auto-sign in feature if you have linked your Hotham account to any electronic mail service or other account.

X. Website and Third-Party Content

Other than information received directly by you from Providers, the content on the PTCareOnline Services should not be considered medical advice. You should always talk to an appropriately qualified health care professional for diagnosis and treatment, including information regarding which medications or treatment may be appropriate for you. NONE OF THE CONTENT ON THE PTCareOnline Services REPRESENTS OR WARRANTS THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. Hotham does not recommend or endorse any specific tests, providers, medications, products, or procedures.

The PTCareOnline Services may provide links to third-party content. You acknowledge and agree that we are not responsible for the availability of such third-party content, and we do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. Use of any linked third-party content is at the user’s own risk.

Third-Party Browser Extensions. Extensions are small software programs, developed by third parties, that can modify and enhance the functionality of your browser. Extensions may have privileges, including the ability to read, record and/or modify your private data, including PHI. These extensions are installed by individual users into the browser on their computers and are utilized at users’ own risk. Further, such extensions are not affiliated with Hotham and Hotham does not have visibility into which extensions any user may use. Hotham assumes no risk of loss of data or breach of such data due to your use of browser extensions.

Prior to using the PTCareOnline Services, if you have one (or more) of these extensions enabled in your browsers, Hotham recommends completely removing all of these extensions immediately as disabling the extensions may not be sufficient to protect your PHI. We recommend that you only access the PTCareOnline Services from supported browsers that have all plugins and extensions removed.

Further, installing any third-party software on your operating system may also subject you to the same risks as using browser extensions. Hotham has no liability to you due to damages caused by any third-party software, including, without limitations, browser extensions.

XI. Consent to Services

The PTCareOnline Services respects and upholds patient confidentiality with respect to protected health information as outlined by the Health Insurance Portability and Accountability Act (“HIPAA”), and, subject to HIPAA regulations, will obtain express patient consent prior to sharing any patient-identifiable information to a third-party for purposes other than treatment, payment or health care operations, or improving the PTCareOnline Services. In addition, by checking the “I AGREE” button you are authorizing Providers to release your contact information to Hotham solely in order for Hotham to provide you with information about additional clinical services or general wellness. You may opt out of receiving such information by contacting us at support@ptcareonline.com. Finally, when using the PTCareOnline Services you may be asked if you would like to share certain PHI collected by Apple’s HealthKit with Hotham or Hotham’s PTCareOnline product. By clicking on “SYNC” you are authorizing Hotham to collect and Provider to utilize such PHI.

XII. Consent for Treatment Performed

We are providing this information on behalf of Providers:

Telemedicine involves the use of communications to enable healthcare providers at sites remote from patients to provide consultative services. Providers may include primary care practitioners, specialists, and/or subspecialists. The information may be used for diagnosis, therapy, follow-up and/or education, and may include live two-way audio and video and other materials (e.g., medical records, data from medical devices).

The communications systems used will incorporate reasonable security protocols to protect the confidentiality of patient information and will include reasonable measures to safeguard the data and to ensure its integrity against intentional or unintentional corruption. At the end of each encounter, the patient will be provided an encounter summary, which may be kept for the patient’s records and may be shared with the patient’s local primary care or other provider, as appropriate.

Anticipated Benefits of Telemedicine:

• Improved access to medical care by enabling a patient to remain at his or her home or office while consulting a clinician.
• More efficient medical evaluation and management.

Possible Risks of Telemedicine:

As with any medical procedure, there are potential risks associated with the use of telemedicine. Provider believes that the likelihood of these risks materializing is very low. These risks may include, without limitation, the following:

• Delays in medical evaluation and consultation or treatment may occur due to deficiencies or failures of the equipment.
• Security protocols could fail, causing a breach of privacy of personal medical information.
• Lack of access to complete medical records may result in adverse drug interactions or allergic reactions or other negative outcomes.

By accepting these Terms, you acknowledge that you understand and agree with the following:

1. I understand that the laws that protect privacy and the confidentiality of medical information also apply to telemedicine; I have received the HIPAA notice from the Provider which explains these issues in greater detail.
2. I understand that telemedicine may involve electronic communication of my personal medical information to medical practitioners who may be located in other areas, including out of state.
3. I understand that I may expect the anticipated benefits from the use of telemedicine in my care, but that no results can be guaranteed or assured.
4. I understand that my healthcare information may be shared with others (including health care providers and health insurers) for treatment, payment, and healthcare operations purposes. Psychotherapy notes are maintained by clinicians but are not shared with others, while billing codes and encounter summaries are shared with others and with me. If I obtain psychotherapy from Provider, I understand that my therapist has the right to limit the information provided to me if in my therapist’s professional judgment sharing the information with me would be harmful to me.
5. I further understand that my healthcare information may be shared in the following circumstances:
   1. When a valid court order is issued for medical records.
   2. Reporting suspected abuse, neglect, or domestic violence.
   3. Preventing or reducing a serious threat to anyone’s health or safety.

Patient Consent to the Use of Telemedicine

I have read and understand the information provided above, and understand the risks and benefits of telemedicine, and by accepting these Terms, I hereby give my informed consent to participate in a telemedicine visit under the terms described herein.

XIII. Consent to Communications and Monitoring/Recording of Voice Calls and Text Messages Made Through the Service

By providing Hotham with your contact information and using the PTCareOnline Services, you agree to receive communications, including via e-mail and phone calls (including text messages and calls made using an autodialer or prerecorded voice message), or by posting notice on the PTCareOnline Services, from or on behalf of Hotham or the Provider at the email address or telephone number you provided even if that number is on a National or State Do Not Call List, or via the PTCareOnline Services. These calls and messages may be for informational and customer service-related purposes, such as to provide you with the information or consultation you requested. Standard text messaging and telephone minute charges applied by your cell phone carrier will apply.

Hotham and its service providers on its behalf may, without further notice or warning and in our discretion, monitor and/or record video and voice calls and text message-based communications for our business purposes, such as quality assurance and training purposes and to protect our rights and the rights of others, and you hereby consent to such monitoring and recording.

You may opt-out of receiving text (SMS) messages from Hotham at any time by texting the word STOP to from the mobile device receiving the messages. You understand and agree that you may continue to receive communications while Hotham processes your opt-out request, and you may also receive a communication confirming the receipt of your opt-out request. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the PTCareOnline Services.

XIV. Disclaimer of Warranties; Limitation of Liability

Your use of the PTCareOnline Services is at your own risk. The PTCareOnline Services are provided “as is” without warranties of any kind, either express or implied, including without limitation warranties of title, merchantability, fitness for a particular purpose, non-infringement, or other violation of rights. We do not warrant the adequacy, currency, accuracy, likely results, or completeness of the PTCareOnline Services or any third-party sites linked to or from the PTCareOnline Services, or that the functions provided will be uninterrupted, virus-free, or error-free. We expressly disclaim any liability for any errors or omissions in the content included in the PTCareOnline Services or any third-party sites linked to or from the PTCareOnline Services. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

In no event will we, or our parents, subsidiaries, affiliates, licensors, suppliers and their directors, officers, affiliates, subcontractors, employees, agents, and assigns (the “RELEASED PARTIES”) be liable for any direct or indirect, special, incidental, consequential or punitive damages, lost profits, or other damages whatsoever arising in connection with the use of the PTCareOnline Services, any interruption in availability of the PTCareOnline Services, delay in operation or transmission, computer virus, loss of data, or use, misuse, reliance, review, manipulation, or other utilization in any manner whatsoever of the PTCareOnline Services or the data collected through the PTCareOnline Services, even if one or more of them has been advised of the possibility of such damages or loss. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, Hotham’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You agree that your sole remedy for any claim arising out of or connected with the PTCareOnline Services will be to cease using the PTCareOnline Services.

You acknowledge and agree that Hotham is not engaged in the practice of medicine and that Hotham is not determining appropriate medical use of the services. Hotham, its licensors, suppliers, and all third parties who promote the services or provide you with a link to the services expressly disclaim any and all liability resulting from the delivery of healthcare via the service, including but not limited to liability for medical malpractice.

XV. Indemnification

You agree to indemnify, defend and hold the Released Parties harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with: (i) your use of or reliance on any third-party content; (ii) your use of or reliance on any Hotham IP, the Content, or the use of the PTCareOnline Services; (iii) any activity on the PTCareOnline Services under your log-in credentials; (iv) your breach of these Terms; or (v) any alleged violation by you of these Terms. We reserve the right to assume the exclusive defense of any claim for which the Released Parties are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.

XVI. Termination of Your Access to the Service

You may terminate your use of the PTCareOnline Services at any time by not using the PTCareOnline Services anymore. If you wish to terminate your account, you can do so by contacting Hotham via email at support@ptcareonline.com. If you terminate your account, your account may remain active until the end of your then-current month. Hotham may in its sole discretion terminate your account on the PTCareOnline Services or suspend or terminate your access to the PTCareOnline Services at any time for any reason or no reason by sending notice to you at the email address you provided or otherwise contacting you or posting a notice on the PTCareOnline Services (unless Hotham terminates your access due to your breach of these Terms). If you violate any provision of these Terms, your permission from Hotham to use the PTCareOnline Services will terminate automatically. If we terminate your use of the PTCareOnline Services because you have breached these Terms or any other agreement you have entered into with us, you will not be entitled to any refund of any fees you may have paid to us. We are not required to provide you with notice prior to terminating your use of the PTCareOnline Services or a reason for such termination. Upon the termination of your account, any aspect of the PTCareOnline Services, or this agreement for any reason, Hotham may at its option delete any data and/or Content you submitted through the PTCareOnline Services. We reserve the right to refuse to provide the PTCareOnline Services to you in the future.

XVII. Force Majeure

To the fullest extent permitted under applicable law, Hotham will be excused from performance under these Terms for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God, including pandemics or epidemics; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e) telecommunications, network, computer, server or Internet disruption or downtime; (f) unauthorized access to Hotham’s information technology systems by third parties; or (g) other causes beyond the reasonable control of Hotham.

XVIII. Choice of Law and Forum

The PTCareOnline Services are intended for use by residents of the United States and its territories. We do not intentionally provide access to the PTCareOnline Services to individuals located outside the United States and its territories. You agree that your access to and use of the PTCareOnline Services will be governed by and will be construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. You and Hotham agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the PTCareOnline Services under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in New York county in the state of New York. You covenant not to sue Hotham in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or this Agreement:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
• YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

XIX. Miscellaneous

These Terms, together with the Hotham Privacy Policy, constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the PTCareOnline Services.

Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of these Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the PTCareOnline Services or information provided to or gathered by us with respect to such use.

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

You certify that you have read, accept, and hereby consent to the terms of these Terms, and your acceptance of these terms constitutes your electronic signature to these Terms. You agree that you may be sent electronic notices to the email address provided during your registration for the PTCareOnline Services. Any notice sent to that email address will be effective once delivered, regardless of whether or not you actually received the notice or choose to read it. These Terms constitutes the sole agreement between you and Hotham for your use of the PTCareOnline Services, and any further statements or inducements, oral or written, not contained in these Terms shall not bind either you or Hotham. Any of the terms of these Terms which are invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of these Terms.

You agree to comply with these Terms, on behalf of yourself and on behalf of any other person on whose behalf you may be seeking medical care. You understand and agree that if you fail to comply with these Terms, you may be prohibited from using the PTCareOnline Services, and you will hold Hotham harmless from any liability arising from your failure to comply.

Contact Information

Hotham Software Inc.

support@ptcareonline.com