PRACTICEPANTHER USER AGREEMENT
Updated on: September 22, 2020
THIS IS A BINDING AGREEMENT BETWEEN YOU OR THE ORGANIZATION THAT YOU REPRESENT (“you” or “your”), TO INCLUDE ALL INDIVIDUALS YOU AUTHORIZE TO ACCESS YOUR ACCOUNT (“User(s)”), and Panther Software, LLC (“Panther Software”) governing your use of Panther Software online services (“Services”). By signing up to use the Services, you agree to the following terms (“Agreement”).
- Acceptance of the Terms
You must be of legal age to enter into a binding agreement in order to accept the terms of this Agreement. If you do not agree to the terms, are not of legal age in your jurisdiction of residence, or do not have the authority to enter into this agreement on behalf of the organization you represent, do not use the Services. By using the Services, you represent that you agree to the terms, are of legal age, and do have the authority to enter into this Agreement on behalf of the organization you represent.
- Modification of Terms of Service
Panther Software reserves the right to modify this Agreement or its policies relating to the Services at any time effective upon posting of an updated version of this Agreement on its website. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes.
“Term(s)” means the period(s) during which a specified number of Users have the right to use the Service pursuant to this Agreement.
- a. Panther Software reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension if possible. Such notice shall be provided to you in advance if possible via notification within the Service, email or other notification method deemed appropriate by Panther Software. Further, Panther Software shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the User, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Panther Software will endeavor to use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension if possible. You agree that Panther Software will not be liable for any loss, cost, damage, or expense resulting from or relating to your lack of access to the Services.
- b. Panther Software may change or discontinue the Services or change or remove any features of the Services from time to time. If you do not agree to any such change, your only recourse is to terminate this Agreement in accordance with these terms.
You are authorized to use the Services for your personal and business use or for internal business purposes in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the internet and the equipment necessary to use the Services.
You agree that only the User(s) will be permitted to access the Services. In addition, you agree to assume full responsibility for ensuring that the Users abide by the terms of this Agreement and with all applicable laws, rules and regulations. You shall notify Panther Software immediately of any known or suspected violation of any law relating to User & Client Data, any unauthorized use of any password or account, or any other known or suspected breach of security in the Services.
You shall not, and shall not attempt to, either directly or indirectly:
- a. Use, commercially exploit, or make available to any third party the Services (or any part thereof) in any way, except as otherwise expressly permitted by this Agreement;
- b. Use the Services to submit, store, transmit or process malicious code, worms or viruses;
- c. Use the Services to submit, store, transmit, or process information that is or may: (a) be threatening, harassing, degrading, hateful or intimidating; (b) infringe any individual rights or intellectual property rights; (c) contain viruses or malicious code; or (d) violate any applicable laws or your obligations to any third party;
- d. Reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of, create derivative works from, or build a product or service similar to any software or content included in the Service;
- e. Gain (or provide to third parties) unauthorized access to the Services or the systems or networks of Panther Software or its affiliates or customers;
- f. Interfere with or disrupt the integrity or performance of the Services;
- g. Access, use, or attempt to modify the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas under this Agreement;
- Authorized Administrator(s)
When you sign up for an account for your organization, you may specify one or more authorized administrators (“Authorized Administrators” or “Administrators”). The Administrator(s) will have the right to configure the Services based on your requirements and manage end Users in your organization’s account.
- Personal Information and Privacy
- User & Client Data
- a. “User Data” means any of your or your firm’s personal data, credit data, biometric data, transaction data, system data, other data, information, or other material that you accept, utilize, process, or collect from customers or individuals and/or submit to Panther Software in the course of using the Services. “Client Data” means any of your customer’s or other individual’s personal data, credit data, biometric data, transaction data, system data, other data, information, or other material that you accept, utilize, process, or collect from customers or individuals and/or submit to Panther Software in the course of using the Services.
- b. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any User & Client Data, and you agree that any support provided by Panther Software in the provision of the Services shall not be construed as a representation concerning the accuracy, quality, integrity, legality, reliability, or appropriateness of any User & Client Data.
- d. Panther Software does not have any obligation to monitor or review User & Client Data for any purpose. Notwithstanding the foregoing, Panther Software reserves the right to take steps it believes are reasonably necessary (to include the disclosure of User & Client Data to law enforcement authorities or other government officials) to enforce and/or verify compliance with this Agreement; to detect or prevent security, fraud, or technical issues; to protect the rights, property, and/or safety of Panther Software or any other person; or otherwise as permitted by law.
- Intellectual Property Ownership
- b. The Services– Panther Software (and its licensors, where applicable) owns all rights, title, and interest, including all related Intellectual Property Rights, in and to the Services and any feedback or other information (except for User & Client Data) that you provide to Panther Software through the Services. This Agreement does not convey any rights of ownership in the Services.
- c. Trademark– The PracticePanther name, the PracticePanther logo, and the product names associated with the Services are trademarks of PracticePanther or third parties, and no right or license is granted to use them.
- Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PANTHER SOFTWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PANTHER SOFTWARE MAKES NO WARRANTY THAT THE SERVICES WILL (I) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; OR (II) MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (III) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM PANTHER SOFTWARE, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- Limitation of Liability
YOU AGREE THAT PANTHER SOFTWARE (TOGETHER WITH ANY AFFILIATES, JOINT VENTURE PARTNERS, OR OTHER COMPANIES IT CONTROLS OR IS UNDER COMMON CONTROL WITH, TO INCLUDE EMPLOYEES, OFFICERS, AND DIRECTORS OF SUCH ENTITIES) SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION (INCLUDING USER & CLIENT DATA), OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF PANTHER SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL PANTHER SOFTWARE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICES, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICES IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO ANY SUCH LIABILITY.
You agree to indemnify and hold harmless Panther Software, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines, and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violation of any provisions of this Agreement, or any other claim related to your use of the Services, except where such use is authorized by Panther Software.Panther Software agrees to indemnify and hold you harmless from and against any losses, damages, fines, and expenses (including attorney’s fees and costs) arising out of or relating to any claims that the Services directly infringe on any third-party intellectual property rights.
Any controversy or claim arising out of or relating to this Agreement and/or the provision of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Panther Software may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
- a. Either party may terminate this Agreement (or reduce the number of Users in a subsequent term) by notifying the other party in writing at least five days prior to the end of the then-current term.
- b. Panther Software may immediately suspend or terminate your account (in whole or in part) with prejudice in the event of:
- • Its reasonable belief that you have provided untrue, inaccurate, outdated, or incomplete information in registering for or maintaining your account;
- • Your non-payment for PracticePanther recurring subscription fees or fees related to PantherPayments (if applicable);
- • Any suspected illegal or fraudulent activity in your use of the Services;
- • Requests by law enforcement or other government agencies; or
- • Its reasonable belief that you have violated the terms of this Agreement or have or are conducting any fraudulent activity or identity theft.
- c. In the event this Agreement is terminated (other than with prejudice), Panther Software will make available to you a file of the User & Client Data if you so request in writing within ninety (90) days of termination. You agree and acknowledge that Panther Software has no obligation to retain the User & Client Data, and may delete, without incurring any liability, such User & Client Data, on the ninety-first (91st) day following termination.
- d.In the event this Agreement is terminated with prejudice, your right to access or use User & Client Data shall immediately cease, and Panther Software reserves the right to withhold, remove and/or discard Client Data, without notice or liability.
- Export Compliance
You will not and will not allow any person under your direct control to export any of the Services or underlying technology: (a) to any country or individual to which such export or re-export is restricted or prohibited by the laws of the United States, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (b) otherwise in violation of any United States export or import restrictions, laws or regulations. Customer warrants that it is not located in, under the control of, or a resident of any such prohibited country or on any such prohibited party list.
You agree to pay all amounts due in accordance with the fees, charges, and billing terms (as outlined on https://app.practicepanther.com/billing/) in effect at the time a fee or charge is due and payable in accordance with any Order Form. After 30 days of gaining access to the Services, all charges are final and non-refundable, including payments made by Monthly and Annual Subscribers.
- “New PantherPayments” Processing via Headnote
You agree and understand that by processing payments through the PracticePanther website, enabling PantherPayments on your PracticePanther account, or submitting a payment via PracticePanther or PantherPayments, you will be entering into an agreement with Headnote, Inc. (“Headnote”), an affiliate of Panther Software, and will consent to be bound by the Headnote Terms of Service and also agree to pay all amounts due in accordance with the fees, charges, and billing terms associated with PantherPayments and set forth on the PracticePanther website as well as any and all fees lists in the Headnote Terms of Service. You further agree and understand that the services provided for processing payments on PracticePanther, branded as part of the PracticePanther website or called “PantherPayments,” are, in fact, not provided by any entity of that name, but rather by Headnote, Inc., an entity that is separate and distinct from PracticePanther but is an affiliate of Panther Software. As such, Panther Software assumes no liability for any actions related thereto and makes no warranties or promises as to same.
- “PantherPayments Powered LawPay”
You agree and understand that by signing up to ‘PantherPayments powered by LawPay’ (“LawPay”) you will be entering into an agreement with a third-party company. You further agree and understand that the services provided for processing payments which may be branded or called “PantherPayments,” are in fact not provided by any entity by that name, but by the entity LawPay, and such entity is not related to, a partner of, or an affiliate of Panther Software. As such, Panther Software assumes no liability for any actions related hereto and makes no warranties or promises as to same.
- EU General Data Protection Regulation (GDPR)
PracticePanther is fully complying with the EU’s General Data Protection Regulation (GDPR).
- • Click here to read articles on our support forum of how we comply.
- • Click here to see the data PracticePanther’s WordPress has with your email address, and the ability to anonymize that data.
- • Click here to contact our designated GDPR data protection officer for any questions or requests.
- • Click here to learn more how we comply.
b. Force Majeure
- – If Panther Software’s performance hereunder is rendered inadvisable, commercially impracticable, illegal, or impossible to perform by elements of nature, acts of God, acts of war, acts or threats of terrorism, pandemics, or other causes outside of its reasonable control, Panther Software, upon giving prompt Notice to the other party, will be excused from performance for the duration of the condition, provided that it uses commercially reasonable efforts to mitigate the effects.
- – All waivers must be in writing. A party’s consent to, or waiver of, enforcement of this Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
d. Entire agreement / Amendment
- – This Agreement, including all Order Forms, represents the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
- – Upon termination of this Agreement, all rights and duties of the parties towards each other shall cease, except the following provisions shall survive such termination: Sections 4 (Services), 6 (Obligations), 7 (Restrictions), 9 (Privacy), 10 (User & Client Data), 11 (Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (Arbitration), 16 (Termination), 17 (Exports), 18 (Payments), 19 (LawPay), 20 (GDPR) 21 (Miscellaneous).
- – Panther Software may give notice to you by means of a general notice through the Services, electronic mail to your e-mail address on record in your account information, or by written communication sent by first class mail to your address on record in your account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by electronically). You may give notice to Panther Software (deemed given upon receipt by Panther Software) by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to: Panther Software, LLC., 12000 Biscayne Boulevard, Suite 301, Miami, FL 33181; addressed to the attention of: Customer Support Department.
g. No liability for third-party services linked from site
- – In using the Services, you may enter into a business relationship with a third party offering it goods and/or services through the Services. Any such activity is solely between you and the relevant third party. Panther Software does not endorse any such third parties and shall have no liability, obligation, or responsibility for any such business activity.
- – Except as otherwise provided in this Agreement, you may not assign this Agreement without the prior express written consent of Panther Software. This Agreement may be assigned without Grantee’s consent by Panther Software to (i) an affiliate, (ii) an acquirer of the Panther Software business or assets, or (iii) a successor by merger or equity purchase.
i. Governing Law
- – This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law’s principles.
- – Should any provision of this Agreement be declared illegal or unenforceable and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.