Terms of Use / Client Agreement

Dated: June 20th, 2016

This Client Agreement (this “Agreement”) is made and entered into by and between My Rehab Pro, L.L.C. (“My Rehab Pro”) and ______________________________________________(“CLIENT”), effective _____/_____/2016.

License – Subject to the terms and conditions of this Agreement and the payment of all fees and charges at then prevailing rates slected, My Rehab Pro hereby grants CLIENT a limited, nonexclusive, nontransferable, non-assignable and non-sub- licensable license during the term of this Agreement to access and use the My Rehab Pro mobile application which includes, but not limited to, the My Rehab Pro video exercise library, e-commerce portals and other related technologies hereinafter (the “App”) and associated secure web portal interface hereinafter (the “Client Portal”). Licenses are only issued on an individual basis and are not transferable even among individuals employed by the same CLIENT. Your use of access identification and a password is limited to the one individual to whom they are issued. CLIENTs are able to obtain a number of licenses at a reduced price, each of which they may assign on a permanent basis to one and only one of their employees. Once assigned the license is deemed to belong to employee and may not be reassigned so long as the employee remains employed by the CLIENT. For purposes of the preceding provisions regularly used independent contractors, partners, officers and other persons who may not be technically designated as employees shall be deemed to be "employees". The license and use of the App and Client Portal is solely for the purpose of facilitating and enhancing CLIENT’s services to, and treatment of, CLIENT’s authorized patient users (collectively “USERS”) subject to the terms and conditions of this Agreement. My Rehab Pro will use commercially reasonable efforts to customize certain aspects of the App and Client Portal for CLIENT and to make the App available for USERS on iOS and Android devices.

Subscriptions – My Rehab Pro operates the Client Portal on a subscription fee for service basis. To subscribe individuals must be at least 18 years of age to assume the responsibilities of this Agreement. You should refer to www.myrehabpro.com for current pricing and subscription options. If your original subscription is on a yearly basis, at the end of the original term or any extension it will automatically renew for an additional year, unless you specifically cancel the renewal or convert to a monthly basis by contacting My Rehab Pro, LLC prior to commencement of the renewal period. All yearly subscriptions are payable in advance. Monthly subscriptions are also payable in advance upon subscription and thereafter are due on the calendar day of each month first commencing one month following the date initial access is granted and will continue indefinitely until terminated by you or by My Rehab Pro. If you make payment with a credit or charge card, you specifically authorize My Rehab Pro to make periodic charges as required by your subscription. You agree to extend or to provide a new credit card if the card on file with My Rehab pro expires and charges continue. My Rehab Pro reserves the right to increase or implement new fees or charges from time to time and agrees to give you not less than 30 days written notice to your email address on file with My Rehab Pro, if it intends to do this. No increase or implementation of new fees or charges shall affect previously prepaid one year subscriptions until those subscriptions expire. My Rehab Pro may charge a late payment fee for any amounts not paid within 10 days of the due date in the amount of the lesser of (i) 1.0% of the outstanding overdue amount per month or (ii) the maximum amount permitted by law.

Restrictions – You agree not to:

• Upload through any means any viruses, computer code or other programs or data designed to interfere with or destroy any computer programs associated with the Client Portal;
• Attempt to circumvent any security features of the Client Portal;
• Allow access to the Client Portal to persons who are not actual Clients receiving services;
• Use the Client Portal for any other purpose than specifically authorized in the Client Portal;
• Remove any trade names, trademarks, copyright notices or other similar labels on content generated from the Client Portal;
• Enable others to use your identification or passwords;
• Post or provide any obscene, defamatory, threatening, unlawful or otherwise objectionable content;
• Impersonate any other person; or
• Violate any procedure or policy of any internet or other equipment provider associated with the Client Portal.

The Client Portal includes trademarks, copyrighted works, trade secrets and other intellectual property of My Rehab pro and of third parties, and you may not decompile, reverse engineer, disassemble or otherwise reduce the Client Portal to human-perceivable form or disclose trade secrets or disable the functionality which limits the use of the Client Portal. You may not attempt to modify, adapt, translate rent, sublicense, assign, loan, resell for profit, distribute or network the Clietn Portal or related materials or create derivative works based on all or any portion of the Client Portal or any part thereof. You may not use any graphics or other copyrighted materials appearing on the Client Portal, excepting only the printable exercise instructions and diagrams and videos which can only be used as instructed by a Professional. These restrictions may be modified only by a written agreement signed by you and by an authorized representative of My Rehab Pro.

Password Security – Each CLIENT and their professional using the service is solely responsible for his or her own password and identification. My Rehab Por is not responsible for lost stolen or other misused passwords and identification. You should promptly notify a My Rehab Pro representative if your identification and passwords are lost, stolen or otherwise compromised and My Rehab Pro will reissue new identification and or passwords, if your account with My Rehab Pro is in good standing.

Ownership of Intellectual Property – CLIENT acknowledges and agrees that the App and Client Portal embody valuable intellectual property rights owned by My Rehab Pro and shall not be deemed works for hire or the like and no title to or ownership of the App or Client Portal or any content or services provided by My Rehab Pro shall transfer to or vest in CLIENT. CLIENT will not use for personal gain, modify, duplicate, create, sell, or transfer the Client Portal or the App or derivative works thereof. CLIENT will not disassemble, reverse engineer, decompile, or otherwise attempt to derive the source code, in whole or in part, of either the Client Portal or the App. CLIENT represents that at the signing of this agreement the CLIENT does not have or use a product similar in nature to My Rehab Pro and the CLIENT agrees to only use My Rehab Pro for this area of service. If CLIENT elects to terminate this agreement, the CLIENT shall not to use a competitive product for a period of eighteen (18) months from the time of termination.

Commercial Uses – My Rehab Pro acknowledges that the CLIENT may have existing platforms to send information to, or collect information from its USERS and this Agreement is not intended to limit CLIENT’s use of such other platforms. CLIENT acknowledges and agrees that, to the extent permitted by applicable law, My Rehab Pro may, at My Rehab Pro’s sole discretion, place third-party advertising in the App and Client Portals. CLIENT acknowledges and agrees that, to the extent permitted by applicable law, My Rehab Pro may, at My Rehab Pro’s sole discretion, place the My Rehab Pro e-commerce web engine inside the App and Client Portal for the purposes of My Rehab Pro offering products and services for direct sales to the Patient/User. CLIENT acknowledges and agrees that My Rehab Pro may identify CLIENT as a service provider associated with the App and Client Portal.

CLIENT agrees that My Rehab Pro may use success stories or benefits resulting from CLIENT’s use of the App and the Client Portal which CLIENT elects to share with My Rehab Pro for the purposes of developing, promoting, and marketing of My Rehab Pro.

Patient Confidentiality – If applicable now or in the future during the term of this agreement, it is the intent of the parties to fully comply, as of the date compliance is required, with all applicable patient confidentiality laws and regulations, including applicable provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), any applicable current and future regulations promulgated under HIPAA and the HITECH Act, and any other applicable federal and state law requirements relating to the privacy and security of health information. If and when applicable, My Rehab Pro and CLIENT agree to enter into and abide by the HIPAA Business Associate Agreement, which can be reviewed and can be incorporated by reference as if fully set out herein. However, My Rehab Pro, the App/Client Portal should be exempt from the Health Insurance Portability and Accountability Act (HIPAA) due to the following: My Rehab Pro is not a “covered entity” under HIPAA, also HIPAA protects all individually identifiable health information held or transmitted by a covered entity or its business associate, in any form or media, whether electronic, paper, or oral. HIPAA calls this information protected health information (PHI). Individually identifiable health information is information, including demographic data, that relates to (i) the individual’s past, present or future physical or mental health or condition; (ii) the provision of health care to the individual; or (iii) the past, present, or future payment for the provision of health care to the individual, and that identifies the individual or for which there is a reasonable basis to believe it can be used to identify the individual. My Rehab Pro and or the App/Client Portal will not hold, collect, and or transmit any PHI.

Exclusion of Warranties – MY REHAB PRO INTENDS FOR THE APP AND CLIENT PORTAL (AND THE CONTENT POSTED THEREIN BY MY REHAB PRO) TO BE ACCURATE AND RELIABLE; HOWEVER, THE APP AND CLIENT PORTAL AND ANY RELATED CONTENT ARE PROVIDED TO CLIENT “AS IS” AND AS “AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MY REHAB PRO, INCLUDING ITS SUPPLIERS, CONTRACTORS, AFFILIATES, AND AGENTS, SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY CLIENT OR ANY THIRD PERSON, INCLUDING, WITHOUT LIMITATION, USERS, ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICE, INCLUDING ANY CORRUPTION OR UNAUTHORIZED ACCESS TO ANY INFORMATION TRANSMITTED USING THE SERVICE, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. THERE ARE NO WARRANTIES, CONDITIONS, OR REPRESENTATIONS AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATIONS OR WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.

Limitation of Liability – (a) To the maximum extent permitted by applicable law, under no circumstances will My Rehab Pro or its members, directors, officers, employees, suppliers, affiliates, contractors or agents be liable for any indirect, special, consequential or punitive damages whatsoever with respect to the provision of the App or MyRehabPro.com the Client Portal, regardless of whether such damages could have been foreseen or prevented or whether such damages arise as a result of negligence, breach of contract (including fundamental breach) or otherwise. (b) To the maximum extent permitted by applicable law, in no event will the aggregate liability of My Rehab Pro, including its suppliers, affiliates, contractors, and agents, to CLIENT or to any third party, including without limitation USERS, for damages, direct or otherwise, arising out of or in connection with this Agreement, exceed the total amount of fees paid to My Rehab Pro during the preceding twelve (12) months of this Agreement, regardless of the cause or form of action. Force Majeure – Neither party shall be liable for any nonperformance or delay in performance (other than for payment of money) caused by any event reasonably beyond the control of such party, including but not limited to, wars, hostilities, acts of terror, fire, mobile phone carrier issues, any Act of God, or any law, regulation, order of any court or agency, failure or delay in receiving electronic data, equipment, utility, or Internet failure (whether or not otherwise foreseeable); provided that the nonperforming party: (a) gives the other party prompt written notice of such cause, and (b) uses its reasonable efforts to promptly correct such failure or delay.

Indemnification – Notwithstanding anything to the contrary in this Agreement, CLIENT will indemnify and hold My Rehab Pro and its members, directors, officers, employees, suppliers, affiliates, contractors and agents harmless from and against any and all liabilities, damages, awards, settlements, losses, and claims and expenses, including reasonable attorneys’ fees and costs of investigation, arising out of or resulting from: (i) third party claims relating to CLIENT’s use of the App or Client Portal or any other activities of CLIENT; and (ii) any other actions or omissions of CLIENT which give rise to any other liability at law. My Rehab Pro will give prompt notice to CLIENT of any such claims for which indemnity is sought hereunder, provided however that failure to give prompt notice will not relieve Retailer of any liability hereunder (except to the extent CLIENT has suffered actual material prejudice by such failure). CLIENT and My Rehab Pro will cooperate in the defense or prosecution of any third party claims.

Entire Agreement; Modification; No Waiver; Remedies – This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes any prior agreements regarding such subject matter. Any modification to this Agreement shall be done in writing signed by both parties. No delay or omission by either party to exercise any right upon any default by the other party under this Agreement shall impair any such right or be construed to be a waiver of any breach thereof or of any other provision herein contained. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to any other remedies available to either party at law, in equity, or otherwise.

Governing Law – This Agreement shall be construed in accordance with the laws of the Commonwealth of Kentucky, as they apply to a contract entered into and performed in that state (without regard to conflicts of law principles), and applicable federal laws of the United States.

Stipulation of Forum, Jurisdiction, and Venue – In the event of any dispute between the parties arising out of, or relating to this Agreement, the Jefferson Circuit Court at Louisville, Kentucky or the U.S. District Court for the Western District of Kentucky in Louisville shall have exclusive jurisdiction and venue for adjudication of such matters, and the parties hereby waive any objections thereto. The parties have caused this Agreement to become effective as of the date first set forth above.