SUBSCRIPTION SERVICES AGREEMENTThis SUBSCRIPTION SERVICES AGREEMENT (the “Agreement”) is effective as of the date
you indicate your acceptance to this Agreement in our on-line portal (“Effective Date”) and is by
and between Treatment Guru LLC, a limited liability company with a principal place of business at
PO Box 28272 Scottsdale AZ 85255 (“we” or “us”) and the legal entity identified in the on-line portal (“you”). The
individual indicating acceptance of this Agreement represents and warrants that he or she has the
right and authority to legally bind you to this Agreement. This is a legally-binding document. If
you do not agree with all the terms in this Agreement, you should not accept this Agreement.
1. What We Provide. Our services include matching patients with substance use disorder
treatment facilities based on our proprietary matching algorithim and directory of substance
use disorder treatment facilities (the “Directory”). Potential patients and their loved ones may
search the Directory. They may also create patient profiles and submit certain information
which we may make accessible to you and/or other treatment facilities at the patient’s request.
You wish to be included in the Directory and on the website and you wish to receive patient
information if a patient authorizes this disclosure so that you may initiate contact with such
patient. Collectively, the listing of you in the Directory, any patient matching, and any access
to/transfer of data is referred to as the “Services”. So long as you fulfill your obligations in this
Agreement, during the Term, we agree to provide the Services to you. You may only use the
Services to facilitate your own business purposes.
2. Your Users. You are responsible for making sure any employees, contractors, and agents
(collectively, “Your Users”) follow this Agreement and for anything Your Users (and anyone else
whom you allow to access or use the Services) do or don’t do concerning this Agreement. You
are also responsible for: (a) the security and use of the access credentials to the Services for
you and Your Users; and (b) all access to and use of the Services through your IT systems or by
the access credentials for you and Your Users. You are responsible for restricting access to the
Services only to Your Users.
3. Limitations on Your Right to Access. Unless you and we specifically agree in writing, you
must not (and you may not authorize any other person to): (a) copy the Directory; (b) modify or
otherwise prepare derivative works of any part of the Directory; (c) sell, resell, license,
sublicense, distribute, make available, rent, or lease the Directory to any other party;
(d) transmit malicious code through the Services; (e) interfere with or disrupt the integrity or
performance of any part of the Services or any information or data contained in the Services;
(f) reverse engineer, disassemble, or decompile any part of the Services or attempt to gain
access to the source code of any part of the Services; (g) bypass or breach any security
protection used or contained in the Services; (h) delete, supplement, or change any trademarks,
disclaimers, intellectual property rights, or other notices in the Directory or Services; or (i) use
the Directory or the Services for any purpose not expressly permitted by this Agreement. If you
use the Services in breach of this Agreement and, in our judgment, the use threatens the
security, integrity, or availability of the Services, we may suspend access to the Services
immediately. We will, however, attempt to give you notice and an opportunity to cure the
breach issue before we suspend access to the Services, if it is appropriate under the
circumstances.
4. What We Need You to Do. You must provide us with accurate and complete information
about your substance use disorder treatment facility and cooperate with us so we may perform
our obligations under this Agreement. You are responsible for the accuracy of all information
and materials that you provide to us.
5. Other Things You Should Know. We may make changes to the Services if we think they will
benefit our customers. Any changes, enhancements, modifications, or other derivative works
will be considered part of the “Services”. We will use reasonable efforts to notify you of any
material changes.
6. Fees and Payments. The fees for the Services are specified in our fee schedule. They do not
include sales or other taxes that may be required. If taxes are required, you will pay them. Fees
are nonrefundable. You will pay us 30 days after the date of the invoice. We may change Fees
by giving you 60 days’ notice. We will not increase fees more than once in any 12-month
period. By signing this Agreement, you confirm that the fees for the Services are consistent with
fair market value, and have not been determined in a way that takes into account the volume
or value of business that you might receive as a result of this Agreement.
7. Term and Termination.
(a) Term. The Agreement begins on the Effective Date of the Agreement and ends twelve (12)
months thereafter (the “Initial Term”). After the Initial Term, the Agreement will renew
automatically for additional one-year periods. Each one-year period is a “Renewal Term.”
Together, the Initial Term and any Renewal Terms are the “Term.” The Agreement may be
terminated early only in one of the ways specified in the Agreement.
(b) Termination. Either party may terminate this Agreement with or without cause at any time.
If a party wishes to terminate the Agreement without cause, it shall issue a written notice at
least 30 days before the termination date.
(c) Effect of Termination.
(i) When this Agreement terminates, the Services will immediately cease. You will immediately
stop using the Services and will require Your Users to stop using the Services. You must pay all
fees that are owed for any Services that we provided up to the date of termination or
expiration. You will also promptly destroy or return, at our request, our Confidential
Information in your possession.
(ii) All obligations that by their nature extend beyond termination, including Sections 3 , 6 , 7(c) ,
8 , 9 , 10 , 11(b) , 12 , 14 , 15 , and 18 , will survive the expiration or termination of this Agreement.
8. Patient User Information. At the request of the individual user, we may make accessible to
you certain information regarding the individual user or their loved ones, including personal
and sensitive information such as name, date of birth, contact information, insurance
information, mental health information and substance use disorder information (collectively,
the “Patient Information”). You understand that we are transferring the Patient Information at
the individual user’s request, and that we are not a business associate under the Health
Insurance Portability Act of 1996 and its implementing regulations (collectively, “HIPAA”). Once
the Patient Information is received by you, you will comply with all applicable laws related to
the receipt and further use or disclosure of the Patient Information. You will only use the
Patient Information to contact the individual user to determine whether your substance use
disorder facility can offer appropriate treatment to such individual user or his/her loved one.
You alone are responsible for your use and disclosure of Patient Information.
9. Proprietary Rights. You are and will remain the sole and exclusive owner of all right, title,
and interest in and to the information you provide regarding your substance use disorder
treatment facility. We (and our third-party software and service providers) are and will remain
the sole and exclusive owner of all right, title, and interest in and to the Directory and all other
Services, and any ideas, concepts, know-how, methodologies, and techniques related to the
Services developed by us or on our behalf at any time. Our ownership includes all patent,
trademark, trade secret, copyright and other intellectual property rights. This Agreement does
not provide you with rights, title, licenses or ownership of the Services or anything that we
provide, except as stated in this Agreement.
10. Confidentiality.
(a) Definition.
(i) “Confidential Information” means all information disclosed under this Agreement by or on
behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”), which:
(A) the Disclosing Party considers as confidential; and (B) is reasonably understood to be
confidential given the content of the information and the circumstances of disclosure.
Confidential Information does not have to be identified as “confidential.” Confidential
Information includes without limitation: marketing, advertising, distribution, and sales
practices; projections and financial information; strategies, tactics, and business plans; business
models; data sets; client lists and information; software and computer programs; know-how,
ideas, and trade secrets; technology; algorithms; and any information that is designated as
“confidential.” Confidential Information may be in any form.
(ii) Exclusions. Confidential Information does not include information that:
(A) is Patient
Information (which is covered by other provisions of this Agreement); (B) is or becomes
available to the public other than as a result of a disclosure by the Receiving Party; (C) is or
becomes available to the Receiving Party from a third-party source, so long as the source is not
under an obligation of confidentiality to the Disclosing Party; (D) was lawfully known to the
Receiving Party prior to its disclosure to the Receiving Party; or (E) is or was independently
developed by the Receiving Party without using or referring to the Disclosing Party’s
Confidential Information. Confidential Information is solely the property of the Disclosing Party.
(b) Permitted Use and Non-Disclosure. The Receiving Party may only use the Disclosing Party’s
Confidential Information as necessary to perform its obligations under this Agreement or to use
the Services as permitted by this Agreement. You may not disclose our Confidential Information
except to Your Users, and we may not disclose your Confidential Information except to our
employees, contractors, agents, and advisors who need to know the information to perform
Services or in connection with this Agreement. The Receiving Party will use the same measures
to protect the Disclosing Party’s Confidential Information as it uses to protect its own
confidential information, but it will always use at least a reasonable degree of care. You will be
responsible for any breach of this Section 10 by any of Your Users and we will be responsible for
any breach of this Section 10 by our employees, contractors, or agents.
(c) Legal Requests. If a third-party requests that the Receiving Party disclose the Disclosing
Party’s Confidential Information through a subpoena, summons, search warrant, governmental
order, or other lawful process (“Legal Request”), the Receiving Party will notify the Disclosing
Party promptly after receiving the Legal Request, if it is allowed to do so by law. At the
Disclosing Party’s request and expense, the Receiving Party will reasonably cooperate to resist
the release of the Confidential Information under the Legal Request.
(d) Irreparable Harm. The parties agree that unauthorized use or disclosure of Confidential
Information may cause irreparable harm to the Disclosing Party and that monetary damages
would be insufficient to remedy the harm. Therefore, in the event of actual or threatened
breach of this Section 10 , the Disclosing Party may seek injunctive relief, without the need to
post bond, prove damages, or meet any similar requirement, and any other remedy available at
law or in equity.
11. Warranties, Obligations and Disclaimers.
(a) Mutual Warranties. Each party represents and warrants that: (i) it has the right to enter
into this Agreement and perform its obligations under this Agreement; and (ii) it has no
contractual obligation that will interfere with its ability to perform its obligations under this
Agreement. You represent and warrant that the Services will not be used in an unauthorized
manner. We represent and warrant that we will provide the Services in a professional and
workmanlike manner.
(b) Disclaimer of Warranties; Subscriber Obligations.
(i) You are responsible for notifying us of any changes to, updates, inaccuracies, or incomplete
information regarding your facility in the Directory. We have no obligation to verify your
information or any other information in the Directory.
(ii) WE MAKE NO REPRESENTATION OR WARRANTY THAT THE PATIENT INFORMATION
PROVIDED BY AN INDIVIDUAL USER IS TRUE, ACCURATE OR COMPLETE. WE HAVE NO
OBLIGATION TO CONFIRM THE INDIVIDUAL USER’S IDENTITY OR AUTHORITY, OR THAT THE
PATIENT INFORMATION WE PROVIDE TO YOU IS TRUE, ACCURATE OR COMPLETE. WE MAKE NO
REPRESENTATION OR WARRANTY THAT YOU WILL BE MATCHED WITH ANY PATIENTS OR THAT
ANY PATIENTS THAT ARE MATCHED TO YOU WILL BE APPROPRIATE FOR YOUR TREATMENT
FACILITY OR WILL BECOME PATIENTS OF YOUR TREATMENT FACILITY. You alone are responsible
for determining whether the patient’s condition(s) are appropriate for treatment at your
treatment facility. We do not provide any health care services, including, without limitation,
treatment, diagnosis, assessment, care coordination, or referral services. We do not make
referrals of patients. We do not endorse or recommend any treatment facility. We do not
arrange or recommend the purchase, lease, or order of any healthcare goods or services. Our
Services are not a substitute for professional judgment applied by you or Your Users.
(iii) EXCEPT AS OTHERWISE EXPRESSLY PROVIED IN THIS SECTION, ALL SERVICES ARE PROVIDED
“AS IS” AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES
ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE
FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET YOUR
REQUIREMENTS; BE AVAILABLE AT ALL TIMES; OR BE SECURE, ACCURATE, COMPLETE, FREE OF
HARMFUL CODE OR ERROR-FREE.
(c) Carrier Lines. The parties acknowledge that access to the Services is provided over various
facilities, communications lines, routers, switches, and other devices owned, maintained, and
serviced by third-party carriers, utilities, Internet service providers, and other service providers
(collectively, “Carrier Lines”), all of which are beyond the parties’ control. No party is liable for
any delay, failure, interruption, interception, loss, transmission, or corruption of any data or
other information transmitted on the Carrier Lines that are beyond the party’s control. Use of
the carrier lines is solely at the parties’ risk and is subject to all applicable law.
12. Liability. (a) You will indemnify, defend and hold harmless us and our members, officers, directors,
employees, agents, contractors, representatives, successors, and assigns from and against any
and all losses, damages, liabilities, claims, actions, judgments, settlements, costs, and expenses
of whatever kind, including without limitation reasonable attorneys’ fees that arise out of or
relate to (i) any breach by you of this Agreement; (ii) any use or disclosure of Patient
Information by you; (iii) personal injury and/or death; and/or (iv) any claims by individuals
relating to any of your acts or omissions, including, without limitation, any claims arising out of
your negligence or willful misconduct.
(b) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS; LOSS OF DATA; ANY
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR ANY COSTS
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. OUR CUMULATIVE LIABILITY FOR ALL
CLAIMS RELATING TO THE SERVICES, OR THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION
SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT
OF ALL FEES PAID TO US DURING THE TWELVE (12)-MONTHS BEFORE THE EVENT GIVING RISE
TO THE LIABILITY.
13. Use of Marks. We may include your names, logos, and trademarks (“Your Marks”) in our
Directory and we may use Your Marks for marketing purposes, including, without limitation, on
our lists of customers, on our social media platforms, and on our website. We will not use Your
Marks in any other way without your written permission, and we will not give any third party
the right to use Your Marks. You will not use our names, logos, or trademarks (“Our Marks”)
without our written permission, and you will not give any third party the right to use Our
Marks.
14. Independent Contractor. We are an independent contractor. We alone will supervise and
manage all work that we perform under this Agreement. Neither you nor we are an agent of
the other. Neither you nor we have authority to represent the other party.
15. Force Majeure. Either party’s delay or failure to perform an obligation will not be
considered a breach of this Agreement to the extent the delay or failure is caused by any
occurrence beyond that party’s reasonable control. These include, for example, acts of God or
nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or
power, communications, satellite or network failures. The foregoing will not be applicable to
excuse any obligation of a party to pay monies under this Agreement, or any obligaton of a
party to indemnify the other party.
16. Notices. Any notices under this Agreement must be provided to the other party in writing:
(a) by personal delivery; (b) by nationally-recognized overnight delivery service; or (c) by United
States, first class registered or certified mail, postage prepaid, return receipt requested,
addressed to the parties in the preamble of this Agreement or to another address that the
parties request in writing under this section. Notices will be considered “received” on the
earliest of: (a) personal delivery, or (b) upon receipt by any other method of delivery.
17. Miscellaneous.
(a) Governing Law; Venue. This Agreement will be governed by and interpreted in accordance
with the laws of the State of Arizona. Maricopa County, Arizona will be the sole venue of any
litigation, arbitration or proceeding between us concerning this Agreement.
(b) Entire Agreement. This Agreement and all exhibits to this Agreement are the entire
agreement between the parties concerning the subject matter of this Agreement. This
Agreement supersedes any previous agreements and understandings, whether oral or written,
between the parties concerning that subject matter.
(c) Amendment; Waiver. We cannot change this Agreement unless the changes are in writing
and both parties sign the writing. If either party waives any provision of this Agreement, it will
not be considered a waiver of any subsequent breach of the provision or of a different
provision. Any waiver must be in writing and signed by the party granting the waiver.
(d) Severability. If any of the terms of this Agreement is now or becomes invalid (or is declared
to be invalid by an authorized court or tribunal), such terms will not be effective, and they will
be considered severed from this Agreement. All remaining terms of this Agreement will remain
effective.
(e) Headings. The headings in this Agreement will not affect the interpretation of any term of
this Agreement.
(f) Assignment. We may assign this Agreement to any of our affiliates or in the event of a
merger, acquisition, reorganization, or sale of substantially all our assets. No other assignments
are permitted and any purported assignments that violate this clause will not be effective.
(g) No Third Party Beneficiaries. This Agreement is solely for the benefit of you and us, and
your and our respective successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended to or will confer upon any other person or entity any legal or equitable
right, benefit, or remedy of any nature whatsoever.
(h) Counterparts. You and we may sign this Agreement in multiple counterparts, each of which
constitutes an original, and all of which, collectively, constitute only one agreement. This
Agreement may be executed by facsimile or PDF.
