Last updated: July 2024
Effective Date: July 2024

Please read these Terms of Use (“Terms”) completely. These Terms document the legally binding terms and conditions attached to the use of the websites ChiroUp.com and HealthCom.io (collectively, the “Website”). All references to “ChiroUp” mean both ChiroUp and ChiroUp d/b/a HealthCom.io.

These Terms describe your rights and responsibilities with regard to the Website that you may use to receive Services. Your access to and use of the Website is subject to the Agreement, our Privacy Policy, and all applicable laws and regulations. The Website is intended to facilitate the provision of the subscribed for services from ChiroUp to Subscribers (the “Services”), and to provide Subscribers with information on health care and wellness (“Content”). In these Terms, the terms “Subscriber”, “you” and “yours” refer to the chiropractors, health care providers, personnel of those health care providers who are authorized to use the Services, and Website users.   PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

YOU UNDERSTAND THAT BY ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE WEBSITE OR ANY SERVICES PROVIDED ON OR THROUGH THE WEBSITE.

1. ADDITIONAL TERMS

To the extent required to access the Services, each Subscriber acknowledges that he/she has entered into a binding ChiroUp License Agreement that enumerates Subscriber’s payment and related responsibilities, whether on Subscriber’s behalf or on behalf of another authorized user. Subscriber agrees to pay for any use of ChiroUp’s Services by Subscriber or Subscriber’s authorized users. To the extent that Subscriber provides ChiroUp with personal information, the information submitted must be true, accurate, current and complete.

Subscriber acknowledges that in using the Website, Services, and Content, ChiroUp may use automated means (including, for example, cookies and beacons) to collect information about Subscriber’s use of the Website and Services. Subscriber may also be required to provide certain information as a condition to using the Website or certain features and functionality, and there may be certain circumstances where Subscriber can also voluntarily provide additional information as part of the Subscriber’s use of the Website and the Services. All information collected by ChiroUp through or in connection with this Website is subject to the ChiroUp Privacy Policy. The Privacy Policy is incorporated into these Terms.

2. SUBSCRIBER RELATIONSHIP; NO MEDICAL ADVICE

The Website does not provide any medical services or create a provider/patient relationship of any kind between ChiroUp and Subscriber’s patients or potential patients (or Subscriber to the extent applicable).  Rather, the Website provides a technology platform to provide general information to and facilitate communication among patients, potential patients, and licensed chiropractors (or similar providers of health care services), that Subscriber may or may not choose to utilize in planning a patient’s health care and wellness. The health and wellness resources made available through our Services are not a substitute for direct in-person health care services. The decision to focus on diagnosis, treatment recommendations, or both, rests with the patient and the health care provider. You understand that by coordinating and in certain cases consulting with or using or recommending information provided by the Website, your patients are not entering into a provider-patient relationship with ChiroUp.  

The Subscriber is solely responsible for care decisions, the collection of all clinical information, the accuracy of documentation, and other uses of the Services. None of the Content received through the Website should be considered medical advice, and ChiroUp shall not be responsible for any diagnosis, treatment, or related decisions based in part or in whole upon ChiroUp’s Website, Content or Services.

ChiroUp is not responsible for any claims, causes of action, or liability of any kind, including without limitation third party payment denials, third party payment recoupment demands or offsets, malpractice claims, criminal charges, regulatory actions of any kind including without limitation license disciplinary investigations, orders, fines, or penalties, suspension or termination from provider networks including without limitation private payers, Medicare, Medicaid, or any state or federally funded program, reports to databanks concerning adverse actions or findings, arising from incorrect, insufficient, or inaccurate documentation, including documentation related to billing or coding. The Subscriber agrees to hold ChiroUp and its affiliates harmless for any and all claims related to use or reliance upon information found on this Website.

3. REGISTRATION AND USER ACCOUNTS

Although certain parts of the Website are accessible by any individual, you are obligated to register with ChiroUp in order to access the Services. The Services are available only to Subscribers who have registered with ChiroUp and to other persons affiliated with ChiroUp who have been granted accounts with usernames and passwords (“Secure Users”). If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to ChiroUp. If you do not maintain such information, or if ChiroUp has reasonable grounds to suspect as much, ChiroUp has the right to suspend or terminate your account and your use of the Services. You also agree to immediately notify ChiroUp of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing ChiroUp at support@ChiroUp.com. ChiroUp may take any and all actions it deems necessary or reasonable to maintain the security of the Website, Services and your Secure User account.

You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. ChiroUp explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. 

4. OUTCOME TRACKER

Subscribers acknowledge and authorize ChiroUp to include such Subscribers in the Outcome Tracker function as follows: ChiroUp is authorized to survey Subscribers’ patients to obtain ratings on improvement, satisfaction with Subscriber’s service, and other variables to the extent permitted and in accordance with appliable law. Based on patient responses, ChiroUp may provide ChiroUp Subscribers with reports using aggregated and non-identifiable patient data rating the Subscriber efficacy in treating various conditions. ChiroUp also may ask Subscribers who are successful in treating certain conditions to voluntarily provide ChiroUp with information regarding treatment protocols, and ChiroUp may use such information to modify ChiroUp’s general recommendations for the treatment of certain conditions.

To the extent permitted and in accordance with applicable law, ChiroUp may also ask patients if they wish to voluntarily share their experiences on external websites. ChiroUp cannot guarantee that patients will elect to utilize this web rating feature and makes no claim that the Subscriber will receive web reviews. ChiroUp Subscribers may opt-out of the Outcome Tracker program at any time by selecting the “Opt out” of Outcome Tracker Box on the Subscriber's account page.

5. CUSTOMIZATION FEATURE

Subscribers acknowledge and understand that ChiroUp provides a customization feature under which Subscribers may add to, or “customize” any component of the ChiroUp database, including text and graphics. Subscribers agree to provide only Subscriber’s own original content and abide by all intellectual property laws, including those pertaining to copyright, patents, and trademarks. Subscriber agrees to avoid incorporating information that is protected by copyright, patent or trademark, or otherwise not wholly owned by the Subscriber. Furthermore, the Subscriber agrees to accept full legal responsibility and liability for customized content and to indemnify and hold ChiroUp harmless for any claim made against ChiroUp arising from content that the Subscriber has customized or distributed, including but not limited to intellectual property right infringement, adverse patient response, or related litigation. This indemnification right is in addition to, and in no way obviates, the indemnification rights described under “Indemnification” below.
 

6. CHIROUPFINDER

Subscribers may access a ChiroUpFinder referral tool from the main ChiroUp menu. The ChiroUpFinder referral tool is a database that includes ChiroUp Subscribers who may be willing to accept referrals from other ChiroUp Subscribers for new patients or potential new patients. The sole purpose of the ChiroUpFinder is to identify other ChiroUp Subscribers for a potential referral. ChiroUp does not guarantee the information or clinical competency of any ChiroUpFinder provider listed in the database, and Subscriber’s use of the ChiroUpFinder shall be governed by these Terms, including the limitations include herein.

The ChiroUpFinder database includes ChiroUp Subscribers. ChiroUp Subscribers will be automatically listed on the ChiroUpFinder URL. Subscribers who do not wish to be listed in the ChiroUpFinder database may opt-out of ChiroUpFinder in writing at any time by emailing support@ChiroUp.com.

Subscribers agree that the ChiroUpFinder tool is the property of ChiroUp. Subscribers agree not to disclose the ChiroUpFinder URL or any search results for any purpose other than direct patient referrals to other ChiroUp Subscribers. Use of the ChiroUpFinder for any other unintended purpose is prohibited. ChiroUp may make claims against Subscribers for monetary damages and equitable relief if ChiroUpFinder is used in any way that could potentially detract business from ChiroUp or their Subscribers. (i.e., competitive marketing purposes).

7. ACCESS RIGHTS AND PROHIBITED USES

As a condition of your use of the Website, you represent and warrant to us that you will not use the Website for any purpose that is unlawful or prohibited by these Terms. Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Website in the United States and to use the Services solely for your personal and non-commercial use, or as otherwise permitted under these Terms, License Agreement, the Privacy Policy, and other terms you have entered into with ChiroUp. No other right, title, or interest in or to the Website is transferred to you, and all rights not expressly granted are reserved by ChiroUp or its licensors.

Whether on behalf of yourself or on behalf of a third party, you may not use this Website to: 

a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; 
b) violate any local, state, national or international law; 
c) reverse engineer, disassemble, decompile, or translate any software or other components of the Website; 
d) distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Website, or any other system, device, or property; 
e) access or use the Website in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; 
f) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Website, Services or related materials in any way; 
g) use or access the Website to create or develop competing products or services or for any other purpose that is to ChiroUp’s detriment or commercial disadvantage; 
h) take any action or use the Website in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Website or any content, in whole or in part; 
i) disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Website or any computer network; 
j) bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by ChiroUp or any of our service providers to protect our Website; 
k) remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from our Website or any Content made available to you on or through our Website; 
l) use any manual process or automated device to monitor or copy any Content made available on or through our Website for any unauthorized purpose except as permitted by this section; 
m) copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to ChiroUp or third-party content from the Website; 
n) otherwise use the Website in any manner that exceeds the scope of use granted by ChiroUp; or 
o) use the Website or Services in a manner that we determine, in our sole discretion, restricts or inhibits any other Subscriber from using or enjoying the Website.

ChiroUp shall have the right to monitor your use of the Service for compliance with these Terms and compliance with all statutes, laws, regulations, or other legal requirements of any kind. We reserve the right, in our sole discretion, to deny or suspend use of the Websites or Services to anyone for any reason.

8. OWNERSHIP AND USE OF INFORMATION

With the exception of any personal data or information you submit maintained in accordance with our Privacy Policy, you understand and agree that any information you provide to ChiroUp on or through the Website or Services, whether by direct entry, submission, email or otherwise, including, but not limited to, de-identified data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of ChiroUp.

Subscribers allow us to upload and display their Subscriber information, including health care provider names, photos, services, and other clinic information. ChiroUp will allow Subscribers to upload photos of doctors and staff.  These photos may be visible to patients and the public via scheduling portals, marketing campaigns, etc. Any Subscriber who uploads a photo or signature agrees that these assets may be used throughout the Services and its affiliated sites.

To the extent permitted by applicable law, ChiroUp owns the right to use anonymized (de-identified) data for comparison and research on case management, patient outcomes, cost and affordability, patient satisfaction, and other related uses.  ChiroUp may use, disclose, market, license, and sell such aggregated, anonymized data for any purpose, including, without limitation, to provide to researchers or to promote ChiroUp Services to the public, to health care networks, or others.

9. OWNERSHIP OF THIS WEBSITE CONTENT

As between ChiroUp and you, ChiroUp is the sole and exclusive owner of all right, title and interest in and to the Website and its Content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel), and all intellectual property rights therein.

The presence of any Content on this Website does not constitute a waiver of any right to such Content. Subscribers do not acquire ownership of any such Content viewed through this Website. Subject to your compliance with these Terms, we will permit you to access and use the Website solely for lawful purposes and only in accordance with these Terms. 

• Copyrights. As between you and ChiroUp, ChiroUp and its licensors own and reserve the copyrights in this Website, including all of its Content.
• Copyright License. Under these Terms, we hereby grant you a limited license to access and use this Website and to download and print copies of any Content to which you have properly gained access, but only for your own personal, non-commercial use, or uses permitted by ChiroUp pursuant to separate terms you have entered into with ChiroUp, and only if you do not remove, modify or obscure any copyright, trademark, or other proprietary notices from such Content. The foregoing license does not include use of any data mining, robots or similar data gathering or extraction methods. We may revoke this license at any time and for any reason without notice.
• Trademarks. All trade names, trademarks and service marks displayed on this Website are the registered or unregistered trademarks of ChiroUp, its licensors, or other third parties (collectively, the “Marks”) and are protected by U.S. and international trademark laws and treaties.
• Restrictions. Except as otherwise provided in these Terms, you may not use, copy, reproduce, distribute, republish, download, modify, display, post or transmit Content or Trademarks in any form or by any means without our express prior written permission from ChiroUp.
• Your Feedback. We welcome your comments, feedback, suggestions, and other communications regarding this Website and the information, products, and Services we make available through this Website (collectively, “Feedback”). By submitting Feedback, however, please note that you represent and warrant that you have the legal rights to disclose any ideas or information you include in your Feedback. Please also note that the Feedback you provide to us through this Website will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. This means that we will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

ChiroUp deems these Terms to constitute written permission to allow Subscribers to provide copies of Content to patients for purposes of demonstration, education and assistance, conditioned on the patient’s agreement to abide by these Terms. The license for use may automatically terminate if you violate any of these restrictions and may be terminated by ChiroUp at any time.

With the exception of the uses permitted herein, you are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on our Website, except as generally and ordinarily permitted through the Website according to these Terms. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Website or Content shall be owned solely and exclusively by ChiroUp or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Website or Content, unless expressly authorized by ChiroUp.

10. LINKS TO THIRD-PARTY SITES

The Website may contain hyperlinks or references to other websites (“Linked Websites”) operated by third parties. The Linked Websites may not be under our control; therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Website, including, without limitation, any link contained in a Linked Website, or any changes or updates to a Linked Website. We are providing these Linked Websites to you only as a convenience, and the inclusion of any link does not imply ChiroUp’s endorsement of the Linked Website or any association with its operators. Your use of these Linked Websites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Websites. YOUR USE OF LINKED WEBSITES IS AT YOUR OWN RISK.

11. REMOVAL OF CONTENT

If you would like us to delete any Content you have provided through the Website for any reason, please contact us as explained in the “Contact Us” section below. While we do not have any obligation to remove Content merely because of a removal request, we will review all such requests and will remove Content that we determine should be removed, in our sole discretion and in accordance with these Terms (including our Privacy Policy) and applicable law.

12. RIGHT TO MODIFY OR DISCONTINUE THIS WEBSITE

We reserve the right at any time to modify, temporarily or permanently discontinue this Website (or any part thereof), or Subscriber’s access to the Website and Services, with or without notice, and we will not be liable to you or to any third party for any modification, suspension or discontinuance of this Website.

13. TERMINATION

The Terms will remain in full force and effect as long as you continue to access or use the Website or Services. Your permission to use the Website automatically terminates if you violate these Terms.

ChiroUp may terminate or suspend any of the rights granted by these Terms and your access to and use of the Website or Services with or without prior notice, for any reason, and at any time, including, without limitation, Subscriber’s failure to pay ChiroUp. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

After such termination, ChiroUp will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold ChiroUp harmless from any and all liability that ChiroUp may incur therefore.

14.    REPRESENTATIONS AND WARRANTIES

You represent and warrant to ChiroUp that: (1) you have the legal right and authority to enter into these Terms; (2) these Terms form a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms; and (4) your use of and access to the Website and the Services will comply with all applicable laws, rules, and regulations and will not cause ChiroUp itself to violate any applicable laws, rules or regulations.

15. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND ANY SERVICES ARE PROVIDED THROUGH THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHIROUP AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE WEBSITE OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. WE MAKE NO WARRANTIES THAT COMMUNICATIONS SENT FROM US ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, CORRECTNESS, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY CONTENT APPEARING ON THIS WEBSITE. WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON THIS WEBSITE BY OTHER WEBSITE SUBSCRIBERS, AND SUCH STATEMENTS DO NOT IN ANY WAY REFLECT OUR OPINION, ADVICE OR STATEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES ARE AT YOUR SOLE RISK.

Nothing in these Terms will affect any statutory rights to which you may be entitled as a consumer to the extent your ability to alter or waive such rights by contract is limited by applicable law. Specifically, you acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.”

IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT WILL OUR OR THE RELATED PARTIES TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID US OR THE RELATED PARTIES DURING THE SIX (6) MONTHS PRIOR TO THE INCIDENT. NOTHING IN THIS CLAUSE WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

Subscriber also acknowledges and agrees that chiropractic scope of practice laws vary from state to state. ChiroUp, by making information available, makes no representations whatsoever regarding scope of practice, nor does ChiroUp assume any responsibility or liability for Subscriber’s practicing within the scope of practice for their particular state.

16. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER CHIROUP NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION THE CHIROUPFINDER, OR FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS WEBSITE, ITS CONTENT, ANY SERVICES MADE AVAILABLE THROUGH THIS WEBSITE, OR YOUR USE OF OR INABILITY TO USE THIS WEBSITE, INCLUDING LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THIS WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE WEBSITE. FURTHERMORE, CHIROUP DOES NOT GUARANTEE THAT THE WEBSITE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND CHIROUP DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO SUCH CONTENT, MATERIAL AND/OR INFORMATION.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME OR LOSS OF PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF A RELATED PERSON HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELATED PERSON UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON OUR LIABILITY.

Some jurisdictions do not allow the exclusion of liability for certain types of damages. Accordingly, some of these Limitations of Liability may not apply to you. Nothing in these Terms will limit or exclude liability for losses or damages which may not be lawfully excluded or limited by applicable law.

17. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ChiroUp, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from: i) your use of materials or features available on the Website; or ii) your breach of any representation, warranty, or other provision of these Terms. in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms.

ChiroUp will provide you with notice of any such claim or allegation, and ChiroUp will have the right to participate in the defence of any such claim.

18. CHOICE OF LAW

The Terms and your use of the Website shall be governed by the laws of the State of Illinois, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be instituted only in a state or federal court located in St. Clair County, Illinois. The parties agree that the courts located in St. Clair County, Illinois, shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim. You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

19. DISPUTE RESOLUTION

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with ChiroUp and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and ChiroUp agree that any past, present, or future dispute arising out of or related to these Terms is personal to you and ChiroUp, and that any dispute will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or ChiroUp seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or ChiroUp seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and ChiroUp waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any past, present, or future dispute or claim that you have against ChiroUp or relating in any way to the Services, you agree to first contact ChiroUp and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to ChiroUp by certified mail addressed to ChiroUp, 4460 N Illinois Street, Suite 8, Swansea, IL 62226 USA.

The Notice must (a) include your name, your residence address, your email address and your telephone number; (b) a description of the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and ChiroUp cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in St. Clair County, Illinois. You and ChiroUp agree that arbitrations will be held in accordance with the AAA Mass Arbitration Supplementary Rules and corresponding fee schedule, where applicable ("AAA Rules"), including without limitation, provisions regarding consolidation of claims. The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.

You and ChiroUp agree that these Terms affect interstate commerce, that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), and that to the maximum extent permitted by applicable law, the FAA shall preempt the application of state laws regarding arbitration, including without limitation, provisions of the California Arbitration Act. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine whether a dispute may be arbitrated. The arbitrator may not preside over any type of class or representative proceeding. However, in the event that five or more claims in arbitration are initiated which assert the same or similar factual allegations, or raise the same or similar legal issues, we may request that the claims be consolidated for resolution consistent with Rule 6 of the Streamlined Rules, and you agree to consolidation of your claim with the claims of other claimants asserting the same or similar factual allegations, or whose claims raise the same or similar legal issues. In such a consolidated proceeding, a single arbitrator shall be appointed to resolve all consolidated claims, who shall resolve common issues of law and fact and apply such rulings consistently to the consolidated claims.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The arbitrator, ChiroUp, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and ChiroUp agree that for any arbitration you initiate, you and ChiroUp will split the fees unless otherwise required by applicable law or rules. For any arbitration initiated by ChiroUp, ChiroUp will pay all AAA fees and costs. You and ChiroUp agree that the state or federal courts of the State of Illinois and the United States sitting in St. Clair County, Illinois have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or the use of our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and ChiroUp will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this section by emailing ChiroUp at support@ChiroUp.com.

In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with this section.

If any portion of this section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable. If you are a consumer, the provisions of this section will be modified to the extent necessary to conform to the AAA Consumer Arbitration Rules or equivalent AAA standards.

20. AGE ELIGIBILITY

The Website is intended for use by Subscribers of 18 years of age or older.

21. SEVERABILITY

ChiroUp and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

22. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California Subscribers of our Website are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

23. NOTICES

Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to ChiroUp by contacting us as stated in the “Contact Us” section below. ChiroUp may provide you with any notices required or allowed under these Terms by sending you an email to any email address you provide to ChiroUp in connection with your use of the Services or Website, provided that in the case of any notice applicable both to you and other Subscribers of the Website, ChiroUp may instead provide such notice by posting on the Website. Notices provided to ChiroUp will be deemed given when actually received by ChiroUp. Notice provided to you will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

24. MODIFICATIONS

The Website and Services are continually under development, and ChiroUp reserves the right to review or remove any part of these Terms in its sole discretion at any time and without prior notice to you. You should check these Terms from time to time when you use the Website or Services to determine if any changes have been made. Any changes to these Terms are effective upon posting to the Website. Unless otherwise indicated, any new Content added to the Services is also subject to these Terms upon posting to the Website. If you disagree with this Agreement, your sole and exclusive remedy is to discontinue your use of the Website and/or Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

25. GENERAL

Words and phrases used in these Terms have the definition given in these Terms or, if not defined herein, have their plain English meaning as commonly interpreted in the United States. As used in these Terms, the term “including” means “including, but not limited to.” Section headings are for reference purposes only.

Our failure at any time to require performance of any provision of these Terms or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing and signed in ink by the party to be bound. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of these Terms or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms.

Unless you have entered into a separate written agreement with ChiroUp regarding the Website, these Terms, together with any agreement to which you may be subject, set forth the entire understanding and agreement between us and supersede all prior understandings and agreements between you and us with respect to the subject matter hereof.

The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any assignment in violation of the foregoing will be null and void. We may freely assign these Terms.

These Terms may be amended only as set forth above.

26. CONTACT US

Should you have any questions about ChiroUp’s Website, Content or Services, please contact us using the following information:

Address: 4460 N Illinois Street, Suite 8
Swansea, IL 62226 USA

Telephone: (844) 462-4476

Email Address: support@ChiroUp.com