Last Modified: April, 2023
IntakeQ US, LLC, also doing business as IntakeQ, is a Delaware limited liability company. In consideration for permitting you access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of IntakeQ US, LLC ”IntakeQ”, we", "us" or "our") website ("Website") and our online service (the "Service") hosted at https://intakeq.com as well as on external servers, domains and sub-domains, including domains owned and operated by third parties. For greater clarity, in some cases, we permit customers to use our widgets and online forms (which form part of the Service) on their websites.
IN THESE TERMS, THERE ARE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. YOU MUST REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE HEREIN, BEFORE USING THE WEBSITE AND SERVICE.
BY USING OUR WEBSITE AND SERVICE, YOU, THE USER ("YOU" OR "YOUR"), REPRESENT AND WARRANT THAT:
1. YOU ARE OF THE AGE OF MAJORITY;
2. YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM; AND
3. YOU WILL ONLY USE OUR SERVICE (i) IF YOU ARE PERMITTED TO DO SO UNDER APPLICABLE LAWS (I.E. ANY LAWS THAT GOVERN YOU); AND (II) IN ACCORDANCE WITH SUCH LAWS INCLUDING, BUT NOT LIMITED TO, ANY PRIVACY AND HEALTH LAWS THAT MAY GOVERN YOU.
4. IF YOU ARE REPRESENTING A COMPANY OR ENTITY, YOU HAVE THE AUTHORITY TO BIND YOUR REPRESENTED COMPANY OR ENTITY TO THESE TERMS.
IF YOU ARE NOT OF THE AGE OF MAJORITY OR DO NOT AGREE TO THESE TERMS, PLEASE STOP USING THE WEBSITE AND SERVICE.
IF YOU ARE USING THE WEBSITE AND/OR SERVICE ON BEHALF OF, OR IN THE EMPLOY OF, AN ORGANIZATION (CORPORATION, TRUST, PARTNERSHIP, ETC.), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN SUCH A CASE, "YOU" AND "YOUR" WILL ALSO REFER TO THAT ORGANIZATION AND YOURSELF INDIVIDUALLY. FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND INTAKEQ.
AS OUR WEBSITE AND SERVICE CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR SERVICE, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND SERVICE AFTER SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU SHALL IMMEDIATELY STOP ACCESSING THE WEBSITE AND SERVICE AND TERMINATE YOUR ACCOUNT, SUBJECT TO THE TERMS PROVIDED FOR HEREIN. WE MAY ALSO UNDERTAKE TO SEND YOU NOTICE OF ANY CHANGES TO THE TERMS OR POLICIES.
TO THE EXTENT YOU PROVIDE US WITH PERSONAL AND HEALTH INFORMATION OF THIRD PARTIES AND/OR MINORS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LAWFUL AUTHORITY TO PROVIDE US WITH SUCH INFORMATION AND HAVE COMPLIED WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS WHETHER DOMESTIC OR FOREIGN.
Our Service and its Use
Our Service permits service providers to:
· Create and post, or send via email, electronic forms, to clients or prospects;
· Create and embed, on their own website, booking widgets, which facilitate booking meetings or appointments between service providers and their customers or patients;
· Create and use online messaging and document sharing environments to interact online with customers, prospects and patients; and
· Other functions as offered from time to time by us.
Information collected and stored by our Service, including forms, booking information, shared documents, online messages and other information is hosted by Microsoft Azure. You can learn more about Microsoft Azure at https://azure.microsoft.com/en-us/. We use different third-party providers to facilitate the scheduling, electronic and SMS messaging process. If you have any questions about our Service, please contact us.
In different scenarios, our Service sends commercial electronic messages, including emails and SMS/text messages to email addresses and phone numbers you upload to the Service. You are solely responsible for all such messages that are sent using our Service.
Whether you are a service provider paying for our Service, a user, client, prospective client, patient or prospective patient of a service provider, these Terms and all policies incorporated by reference apply to you.
Representations and Warranties Made by You, as a Service Provider
If you are a service provider using our Service, you represent and warrant that:
· You have the lawful authority, under all applicable laws that govern you, to collect, store and use the personal and health information you collect via the Service;
· You will only use our Service in accordance with all applicable laws, rules, regulations and our Acceptable Use Policy;
· You have the consent of each data subject, including without limitation any client, prospect, customer, patient and whomever else you send electronic messages to on the Service to collect, store and use their personal and health information. Such consent: (a) must be the express consent of the relevant individual; (b) must be knowledgeable and informed consent; (c) must relate to the information you collect; and (d) must not be obtained through deception or coercion;
· You will only send electronic messages to your clients, prospects, customers, patients and whomever else you engage on the Service in accordance with both domestic and international anti-spam laws and all other applicable laws. You shall not send unsolicited commercial electronic messages via the Service.
Terms Applicable only to Service Providers
If you are a service provider, you further agree that:
· Unless arising from our gross negligence, you accept full responsibility and liability for any damages, penalties or fines arising from the collection, storage, use, misuse, loss or theft of any personal or health information you collect and store via our Service from your clients, prospects, customers, patients and whomever else you collect information from or engage with on the Service or elsewhere;
· You are responsible for ensuring you enter the appropriate agreements and seek the appropriate consents from your clients, prospects, customers, patients and whomever else you engage or send electronic messages to on the Service. In those agreements, you shall ensure that you have consent to permit us to collect and store their personal and health information on your behalf, as an IT service provider, and specify to them that you are using our intake, messaging, document sharing and scheduling services. Without limiting the foregoing, you agree to have in place all required privacy policies for the collection, storage and use of personal and health information;
· To the extent you rely on our Service to enter any agreements electronically with your clients, prospects, customers, patients and whomever else you engage, it shall be your obligation to ensure such electronically formed agreements are permissible and binding under applicable laws;
· You will advise your clients, prospects, customers, patients and whomever else you collect information from or engage with on the Service, at the first reasonable opportunity, if you have any reason to believe their personal health information handled by you on our Service is stolen, lost or accessed by an unauthorized person; and
· You will promptly respond to inquiries from any third party, including prospects or patients about your information practices, requests for access or correction of records and complaints about your information practices.
· You shall at all times keep IntakeQ updated of the representative or person with authority for both contact purposes and requests you may make to IntakeQ.
Terms Applicable to all End-Users
Without limiting the application of these Terms to all users, if you are an end-user accessing our Service or providing your personal or health information via our Service, you agree, represent and warrant that service providers are authorized to use our Service to collect and store your personal and health information. You further agree that you will only use our Service in accordance with our Acceptable Use Policy.
Establishing an Account
Upon establishing an account or using our Service, we hereby grant you a worldwide, non-transferable, non-exclusive license to access the Service in accordance with these Terms but reserve the right to revoke said license and your access to our Website and Service without cause or justification.
On your request, and subject to applicable laws, we will delete your account information, including any personal or health information uploaded to the Service.
Account Not Transferable, Updating Your Account & Security
If you establish an account with us, access to your account is not transferable and is only intended for the individual or entity that established the account. Upon setting up an account you will be required to create a username and password. In some instances, a service provider may establish an account for an end-user and provide a password or email you a link to create your own. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity. You agree to immediately notify us of any unauthorized use of your account.
You understand that the technical processing and transmission of the Website and Service, including your content, may be transferred unencrypted, hacked or stolen by third parties and involve transmissions over various networks and devices. While we take reasonable measures to protect your data, personal and health information, we cannot guarantee its security.
Prices are an Invitation to Make an Offer
Where prices are listed on the Website and Service, they are subject to change without notice. Such prices shall be deemed to be an invitation to make an offer and are subject to acceptance by us. Even in the event of an automated acceptance by us, you agree that we shall have the opportunity to review and accept such orders or subscriptions.
Additional terms including, but not limited to, price, tax, account access and payment are specified on the Website and/or the Service. Those terms, as amended from time to time, are hereby incorporated by reference and form part of these Terms. If any information or terms posted to the Website or Service concerning price, tax or discounts are posted in error, we reserve the right to amend those terms. Misprints, errors, omissions (including incorrect product specifications) or other errors may sometimes occur. We reserve the right to:
· Correct any error, inaccuracy or omission on the Website or Service at any time without prior notice or liability to you or any other person;
· Change, at any time, the prices, fees, taxes, charges and specifications, any promotional offers and any other content without any notice or liability to you or any other person; and
· Reject, correct, cancel or terminate any subscription, including accepted subscriptions for any reason.
You agree to pay any and all sales taxes, whether domestic or foreign, applicable to these Terms or arising in any way from your account and access to and use of the Website and Service or the purchase of products or services from us or third parties.
ACCEPTANCE OF RISK AND DISCLAIMERS
EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
Disclosure Pursuant to Court Order, Subpoena or Other Legal Process
We reserve the right to provide your content, documents, messages and information (including, but not limited to, your personal, health and business information) uploaded or collected by our Website or Service to third parties if required by law (such as in response to a subpoena, court order or other legal process in any jurisdiction), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
If we are required by law to make any disclosure of your content or personal or business information, we may (but are not obligated to) provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.
We also operate the Websites and Service in conjunction with our independent contractors. Our independent contractors may have access to your personal and health information in providing services to us, or providing you with access to the Website and Service. We may use a variety of service providers, employees and servers in locations both inside and outside of the United States, which may make your personal information the subject of foreign laws and foreign legal proceedings.
To the extent permitted by law, without limiting the generality of this section, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions, including the negligent acts or omissions, of our independent contractors or third-party service providers.
LIMITATION OF OUR LIABILITY
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU (IF ANY) TO US, OVER THE PRECEEDING TWO (2) MONTHS AND (B) ONE HUNDRED DOLLARS ($100).
YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE, AND IF YOU ARE A PAYING USER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THESE TERMS OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
Indemnification And Hold Harmless
Our Website and Service contain open source and public domain content, licensed content as well as proprietary content owned by us and by third parties. You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos and audio) on the Website or Service without the express consent of the owner. All other contents of the Website and Service including, but not limited to, the computer code, is the property of IntakeQ and/or our independent providers of content ("ICPs") with all rights reserved.
Without limiting the generality of the foregoing, you are not permitted to use any trademark or trade name of IntakeQ, including our logo, without our express permission.
Our Website and Service permits you and other users the ability to upload and post content ("User Content") to the Service. We do not pre-screen User Content uploaded or posted to the Website or Service by you or other users. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service.
In addition to our Acceptable Use Policy, you agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms.
We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third party's intellectual property rights, these Terms or any policy incorporated by reference herein.
Property and Feedback
All rights, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of IntakeQ, our ICP’s and licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.
The Website, Service and their contents are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. You may not copy or modify the code used on the Website or Service.
All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.
At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms.
Terms Apply to API Client Providers and Users
We may permit the use of our Application Programming Interface ("API") to certain individuals and businesses (an "API Provider"). If you are an API Provider or if you are accessing our Service, data and information from an API Client hosted on a separate web domain, you agree that these Terms shall be binding on you.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at email@example.com. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.
Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website or Service, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users provide links and references to material on other websites not owned or operated by us. Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.
We may also permit the use of our widgets and forms on third party websites. In doing so, we do not endorse or accept any liability for any of the contents of such third-party websites.
From time to time, we may make contests available to users of the Website and Service. All contests are governed by these Terms and the applicable contest rules (“Contest Rules”). By participating in a contest through the Website or Service, you signify your agreement and acceptance of these Terms and the applicable Contest Rules.
Law of the Contract (Governing Law) and Jurisdiction.
These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, U.S.A. (and any U.S. federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such State.
You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Delaware (including the Federal courts as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial by Jury
To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
Though we would much rather you stay, you can stop using our Website and Service at any time. Please contact us to learn more about cancelling your account. We reserve the right to suspend your account or access to our Website or Service at any time, with or without cause, and with or without notice.
Your cancellation, suspension or termination of access to our Website or Service shall not terminate these Terms. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
As we are a service-based business we only grant refunds in specific cases. You may be eligible for a refund if you are unsatisfied with our Service. You will be only eligible for a refund of your most recent monthly payment to IntakeQ subscription. Please be aware that all refunds are at our discretion and that all other payments are non-refundable.
Assignment of these Terms
These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign these Terms to any successor or assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of IntakeQ, or otherwise.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
While using your account with us or using our Website and Service, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third-party service providers, including but not limited to, payment processors, social media login account providers (Facebook, Twitter, Google, Yahoo etc.), credit card companies and banks. You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.
Any new features that augment or enhance the current Website and Service, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of IntakeQ.
This addendum only applies to those that have opted into the AI-assisted features and does not apply to all users.
The Service or portions thereof may incorporate or otherwise leverage artificial intelligence (“AI”) or similar technologies (collectively “AI Services”). The terms and conditions herein apply to any portion of the Service constituting or leveraging AI Services. The AI Services may enable users to create, modify, or enhance content based on various inputs and parameters.
Some clients handle electronic protected health information subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
If you are subject to HIPAA, prior to using the Services to store or transmit PHI, you must notify IntakeQ and enter into a Business Associate Agreement (“BAA”) in the form provided by IntakeQ. You are solely responsible for determining whether you are subject to HIPAA.