TERMS OF SERVICE

Last updated: 03/27/2023

1. Introduction

Welcome to You Are Accountable, LLC (“Company”, “we”, “our”, “us”, “Accountable Team”)! As you have just clicked our Partner Program Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.

These Terms of Service (“Terms”, “Terms of Service”) govern your use of our web, pages located at https://youareaccountable.com our mobile application, You Are Accountable , as it pertains to our Partner Program. These terms of service should be read in conjunction with the Accountable Terms of Service. Where there is conflict, the Terms of Service Below supersede.

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here https://youareaccountable.com/privacy.

Your agreement with us with respect to the Service includes these Terms, the Accountable Terms of Service and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood the Agreements, and agree to be bound by them.

If you do not agree with (or cannot comply with) the Agreements, then you may not use the Service, but please let us know by emailing at help@youareaccountable.com so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.

Thank you for being responsible.

2. License Agreement

Subject to the terms and conditions of this Agreement, the Company grants to the "Partner Program", here-in known as the "Client" a non-exclusive license to use the Licensed Software. The Client understands that the Licensed Software is installed on the Company’s hosting facility as designated by the Company from time to time and the Client will not be permitted to copy or install the Licensed Software on any other servers. Title and ownership of the Licensed Software shall remain the exclusive confidential and proprietary property of the Company. The Client shall not assign, rent, lease, sublicense or otherwise transfer the license and/or other rights granted to the Client pursuant to this Agreement without the prior written consent of the Company.
 

3. Scope of Rights

The Licensed Software may only be accessed and utilized by authorized employees or independent contractors of the Client in connection with the Client’s practice. Each authorized employee or independent contractor of the Client will be granted a unique password and will be advised by the Client not to share or disclose such password and/or other log-in information with anyone else. The Client shall ensure that each of its authorized employees or independent contractors who may have access to the Licensed Software is aware of the restrictions on use and confidentiality provisions set forth in this Agreement.

4. Security

The Parties desire to comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Final Rule for Standards for Privacy of Individually Identifiable Health Information adopted by the United States Department of Health and Human Services and codified at 45 C.F.R. part 160 and part 164, subparts A & E, the HIPAA Security Rule, codified at 45 C.F.R. Part 164 Subpart C and Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH”) including 45 C.F.R. Sections 164.308, 164.310, 164.312 and 164.316 (collectively, the “HIPAA and HITECH Requirements”).

The Company will use security procedures with respect to its access, storage and maintenance of all data and/or other information transmitted by Client through the Licensed Software (“Client Information”) which provide reasonably appropriate safeguards against accidental or unlawful misuses, theft, destruction, loss, alteration or unauthorized disclosure of or access to Client Information and are consistent with the HIPAA and HITECH Requirements. As such, the Parties shall enter in the Business Associate Agreement attached hereto as Appendix C. Further, the Company represents and warrants that it is in compliance with all HIPAA and HITECH Requirements as of the Effective Date and will remain so at all times during the Term. The Company will promptly report to the Client any breaches of security or unauthorized access to the Company’s systems that the Company detects or becomes aware of. The Company will use diligent efforts to remedy such breach (or potential for breach) of security or unauthorized access in a timely manner. All Client Information transmitted through the Licensed Software will be backed up by the Company on a daily basis and stored in a separate location from the Company’s host server. The Client is aware that Internet service providers and on-line service providers have in the past experienced, and may in the future experience, interruptions in service as a result of the accidental or intentional actions of Internet users, current and former employees or others and that the Company shall not be liable for any damages resulting from any such disruption in Internet service, including without limitation, any delays in submitting Claims based upon such service disruption. The Client acknowledges that the use of easily identifiable passwords that may connect the name, address or other publicly available information of an authorized employee or independent contractor of the Client could jeopardize the confidentiality of Client Information and will ensure that all such authorized employees and/or independent contractors are advised not to utilize such easily identifiable passwords. 

5. Confidentiality and Non-Disclosure

Each Party agrees that all non-public information, including without limitation, all Client Information, supplied by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) as well as any and all non-public information obtained in connection with this Agreement whether disclosed or made available in writing (including electronically), orally, or in any other form will be deemed confidential and proprietary to the Disclosing Party (“Confidential Information”). The Receiving Party will hold any and all Confidential Information it obtains in the strictest confidence and will use and permit use of such Confidential Information solely for the purposes contemplated by this Agreement. In the event the Receiving Party receives a subpoena, order or other legal mandate seeking the disclosure of Confidential Information, the Receiving Party shall give to the Disclosing Party written notice of same within forty-eight (48) hours of receiving same, in order to enable the Disclosing Party to make an application for a protective order or related relief prior to disclosure of any Confidential Information by the Receiving Party. The Parties acknowledge and agree that a remedy at law for any breach or threatened breach of the confidentiality obligations contained herein will not be adequate. Accordingly, in the event of any breach or threatened breach of a Party’s obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non-breaching Party shall be entitled to equitable relief, including, but not limited to, a temporary restraining order, preliminary injunction or permanent injunction without the requirement to post a bond or security, in addition to all other relief available under applicable law. The confidentiality obligations of the Parties hereunder shall survive any termination or non-renewal of this Agreement.

6. Fee Changes

The Company, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

The Company will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after a Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

7. Refunds

Except when required by law, paid Subscription fees are non-refundable.

8.  Drug Screening/Testing

Our services to you may include certain drug testing, screening, or monitoring. You acknowledge that The Company does not manufacture, and therefore cannot attest to the accuracy of any device or test in use. We will do our best to provide multiple options, at the cost of the Client, to validate any result if there is a concern of the validity of a test.

9. Disclaimer Of Warranty 

THE SERVICE IS PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS.  THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, ANY RELATED CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ANY RELATED CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Limitation Of Liability

EXCEPT AS PROHIBITED BY LAW, YOU, ON BEHALF OF YOURSELF, YOUR HEIRS, SUCCESSORS AND ASSIGNS, WILL HOLD US AND OUR MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THESE TERMS AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR ANY PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, at our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.

If you wish to terminate your account, please contact us at service@youareaccountable.com, or cancel your subscriptions online on our portal.

All provisions of Terms that are or relate to, ownership , warranty disclaimers, indemnity and limitations of liability shall survive termination.

12. Governing Law/Venue

These Terms shall be governed and construed in accordance with the laws of State of New York without regard to any conflict of law provisions that would result in the application of the law of any other jurisdiction. Any dispute arising hereunder shall be adjudicated in a court of competent jurisdiction located in the County of New York, State of New York.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms and the Privacy Policy constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.

13. Changes To Service

We reserve the right to withdraw or amend the Service, and any service or material we provide via the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

14. Amendments To Terms

We may amend these Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service.

15. Waiver And Severability

No waiver by the Company of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

16. Acknowledgement

BY USING THE SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.

17. Contact Us

Please send your feedback, comments, requests for technical support:

By email: help@youareaccountable.com.

By visiting this page on our website: https://youareaccountable.com/#contact.

By phone number: 646-450-7641.