Updated: July 15, 2015
1. ACCEPTANCE OF TERMS
1.1 HAPPY Software, Inc. (referred to here as “HAPPY”) provides its Service (as defined below) to You (referred to here as “You” or “Your”) through its web site located at www.RehabProDirect.com (the “Site”), subject to this Terms of Service agreement (“TOS”) and associated Purchase Agreement. By accepting this TOS or by accessing or using the Service or Site, You acknowledge that You have read, understood, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these TOS, You must not accept these TOS and may not use the Service.
1.2 HAPPY Software, Inc. may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at http://www.RehabProDirect.com. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat Your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, Your only remedy is to stop accessing and using the Service.
The “Service” includes (a) the Site, (b) the Rehab Pro Direct system, tools and services provided through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
3. SOFTWARE & ACCESS
3.1 Subject to the terms and conditions of this TOS, You may access and use the Service only for Your internal business purposes as contemplated by the Purchase Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
3.2 Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to HAPPY. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with HAPPY, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
3.3 Your ability to access the services may require the payment of third party fees (such as telephone toll charges, ISP, or airtime charges) and You are responsible for paying such fees. HAPPY is not responsible for any equipment needed to access the Site and/or related services.
3.4 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as Your Purchase Agreement specifies. HAPPY reserves the right to access any or all Your accounts in order to verify compliance and respond to requests for technical support.
3.5 You understand that the technical processing and transmission of the Service, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to HAPPY’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
3.6 The failure of HAPPY to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and HAPPY, even though it is electronic and is not physically signed by You and HAPPY, and it governs Your use of the Service and takes the place of any prior agreements between You and HAPPY
“Rehab Pro Direct ” and various logos used or displayed on the Service are trademarks of HAPPY and may not be used without written consent of HAPPY. HAPPY Software, Inc. prohibits the unauthorized linking and or framing of any information to or from this Site. We reserve the right to disable any unauthorized links or frames.
5. CANCELLATION AND TERMINATION
5.1 The Service is made available as a subscription service paid annually. You can cancel at any time by providing written notice to HAPPY at least thirty (30) days prior to Your next annual renewal. HAPPY does not provide full or partial refunds or credits.
5.2 HAPPY reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate Your account (any part thereof) or use of the Service and remove and discard any of Your content in the Service, in the event that You have violated these TOS.
5.3 HAPPY will use best efforts to publish on the Site or notify You about any planned downtime of the Service, and will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. HAPPY shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
6. DISCLAIMER OF WARRANTIES
6.1 The service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, to the fullest extent permitted by law and HAPPY expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that HAPPY does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free and no information or advice obtained by You from HAPPY or through the service shall create any warranty not expressly stated in this TOS.
7. LIMITATION OF LIABILITIES
7.1 Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall HAPPY be liable to You or any third party for any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or business interruption. HAPPY’s entire liability and Your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at HAPPY’s option, a refund of the purchase price or repair or replacement of the software. This limited warranty is the only warranty provided. The provisions of this section allocate the risks under this TOS between the parties, and the parties have relied on these limitations in determining whether to enter into this agreement.
7.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these states, HAPPY’s liability will be limited to the greatest extent permitted by law.
HAPPY may assign or transfer this TOS, in whole or in part, without restriction.
9. GOVERNING LAW
These TOS shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New York for the purpose of resolving any dispute relating to Your access to or use of the Service.