TERMS AND CONDITIONS

Please read these Terms and Conditions ("Terms," or "Terms and Conditions") carefully before using the www.snfclinic.com website and servers (the "Service," or the "Website") operated by Long-Term Care Consultants, LLC ("us," "we," or "our(s)").

The parties to these Terms and Conditions are referred to individually as a "Party" and collectively as the "Parties."

BY PROCEEDING TO USE THE SERVICE, THE END USER ("YOU," "YOUR," or "User(s)") ACKNOWLEDGE YOUR AGREEMENT TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS AND THE PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, YOU DO NOT HAVE PERMISSION TO USE THE SERVICE.

1. License

1.1. License Grant.

We are the author and/or authorized sublicensor of certain materials owned and created by us or our licensors. We grant you a nontransferable, nonexclusive license to use the information, images, documents, and other content contained on the Website (the "Materials") solely in furtherance of these Terms and Conditions and not for any other purpose.

1.2. Use Restrictions.

You shall not use the Service for any purposes beyond the scope of these Terms and Conditions. Without limiting the foregoing and except as otherwise expressly set forth in these Terms and Conditions, you shall not at any time, directly or indirectly (a) copy, modify, or create derivative works of the Service or the Materials, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or the Materials; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Service, in whole or in part; (d) remove any proprietary notices from the Service or the Materials; or (e) use the Service in any manner or for any purpose that knowingly infringes, misappropriates, or otherwise violates any intellectual property right or other right of us or any person or entity or that violates any applicable law.

1.3. Reservation of Rights.

We reserve all rights not expressly granted to you in these Terms and Conditions. Except for the limited rights and licenses expressly granted under these Terms and Conditions, nothing herein grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Service.

2. Confidential Information

From time to time, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third-party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under these Terms and Conditions, including to make required court filings. On the expiration or termination of these Terms and Conditions, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of your initial access of the Service and will expire two years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms and Conditions for as long as such Confidential Information remains subject to trade secret protection under applicable law.

3. Intellectual Property Ownership

3.1. Ownership.

You acknowledge that, as between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Service and the Materials.

4. Data Privacy and Security

4.1. Access to and Use of Your Data.

You agree that we and any third-party service providers we utilize to assist in providing the Service shall have the right to access your account and use, modify, reproduce, distribute, display, and disclose your data and/or information to the extent necessary to provide the Service. Any third-party service providers we utilize will only be given access to your data and/or information as is reasonably necessary to provide the Service. We may also access or disclose your data and/or information in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect us, our customers’ or partners’ rights or property, including enforcement of these Terms and Conditions or other policies associated with the Service; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation; and (d) report to any governmental or regulatory agency.

4.2. Privacy.

We collect certain information about you, including but not limited to, the location of your device when using the Service, and information regarding the devices, computers, and your use of the Service. We use, disclose, collect, and protect this information as described in our Privacy Policy, the current version of which is available at the Website and is incorporated herein by reference. In the event of a conflict between the terms in the body of these Terms and Conditions and the Privacy Policy, the terms in the body of these Terms and Conditions control.

5. Limited Warranties and Warranty Disclaimer

5.1. Limited Warranties.

We warrant that at all times during your authorized use of the Service (a) the Service shall perform as described at the Website; (b) the Service does not contain any virus or other malicious code that would cause it to become inoperable or incapable of being used in accordance with these Terms and Conditions; (c) the Service and the Materials shall not infringe, misappropriate, or otherwise violate any intellectual property right or other right of any person or entity, nor shall the Service and the Materials violate any applicable law. THE FOREGOING LIMITED WARRANTIES DO NOT APPLY, AND WE STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

5.2. Limitations.

The limited warranties set forth in Section 5.1 do not apply and become null and void if you knowingly breach any material provision of these Terms and Conditions (beyond applicable notice and cure), or if you, whether or not in violation of these Terms and Conditions (a) use the Service in a manner not authorized by us; (b) modify or damage the Service; or (c) misuse the Service, including any use other than as specified in these Terms and Conditions.

5.3. Reported Failures and Repair.

If the Service fails to comply with the limited warranties set forth in Section 5.1, and such failure is not excluded from warranty as set forth herein, we shall, subject to you promptly notifying us in writing of such failure, at our sole option, either: (a) repair the Service, provided that you provide us with all information we request to resolve the reported failure, including sufficient information to enable us to recreate such failure; or (b) refund any fees paid for the Service during the time that the reported failure is unresolved. The remedies set forth in this Section 5.3 are your sole remedies and our sole liability under the limited warranties set forth in Section 5.1.

5.4. Service Provided "As Is."

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, THE SERVICE AND THE MATERIALS 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. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICE AND THE MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

6. Indemnification

6.1. Our Indemnification.

We shall indemnify, defend, and hold you harmless from and against any and all losses, damages, liabilities, or costs ("Loses") incurred by you resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Service or the Materials infringes or misappropriates such third-party’s United States intellectual property rights, United States patents, copyrights, or trade secrets, provided that you promptly notify us in writing of the claim, cooperate with us, and allow us sole authority to control the defense and settlement of such claim.

If such a claim is made or appears possible, you agree to permit us, at our sole discretion, to (a) modify or replace the Service or the Materials, or component or part thereof, to make it non-infringing; or (b) obtain the right for you to continue use. If we determine that none of these alternatives is reasonably available, we may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to you.

This Section 6.1 will not apply to the extent that the alleged infringement arises from (a) use of the Service in combination with data, software, hardware, equipment, or technology not provided by us or authorized by us in writing; (b) modifications to the Service not made by us; or (c) use of any version other than the most current version of the Service and the Materials delivered to you.

6.2. Your Indemnification.

Subject to the limitations in Section 7 below, you shall indemnify, hold harmless, and, at our option, defend us from and against any Losses resulting from any Third-Party Claim based on your (a) negligence or willful misconduct; (b) use of the Service or the Materials in a manner not authorized or contemplated by these Terms and Conditions; (c) use of the Service in combination with data, software, hardware, equipment, or technology not authorized by us in writing; (d) modifications to the Service or the Materials not made by us; or (e) use of any version other than the most current version of the Service or the Materials delivered to you, provided that you may not settle any Third-Party Claim against us unless such settlement completely and forever releases us from all liability, both known and unknown, with respect to such Third-Party Claim or unless we consent to such settlement, and further provided that we will have the right, at our option, to defend ourselves against any such Third-Party Claim or to participate in the defense thereof by counsel of our own choice.

6.3. Sole Remedy.

THIS SECTION 6 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE OR THE MATERIALS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY.

7. Limitations of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR OUR INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE IN SECTION 6.1, AND MATTERS ARISING FROM OUR INTENTIONAL MISCONDUCT, IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO USE FOR YOUR USE OF THE SERVICE AND THE MATERIALS.

8. Term and Termination

8.1. Term.

The term of your access to the Service and the Materials begins on the Effective Date set forth in the accompanying Usage Agreement entered into between us and you and, unless terminated earlier pursuant to any of the expression provisions in these Terms and Conditions, will continue in effect until the date set forth in said Agreement. Unless earlier terminated pursuant to the express provisions of these Terms and Conditions, you must provide written notice of non-renewal to us at least 60 days prior to the expiration of the then-current term.

8.2. Termination.

In addition to any other express termination right set forth in these Terms and Conditions:

(a) We may terminate these Terms and Conditions and your access to the Service and the Materials, effective on written notice to you, if you: (i) fail to pay any undisputed amount when due us, and such failure continues more than 30 days after our delivery of written notice thereof; or (ii) breach any of your obligations under these Terms and Conditions;

(b) Either Party may terminate these Terms and Conditions, effective on written notice to the other Party, if the other Party breaches these Terms and Conditions, and such breach (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(c) Either Party may terminate these Terms and Conditions, effective immediately upon written notice to the other Party, if the other Party (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8.3. Effect of Expiration or Termination.

Upon expiration or earlier termination of these Terms and Conditions, your access to the Service and the Materials and any support related thereto may be terminated at our sole option. No expiration or termination will affect your obligation to pay all fees for the Service that may have become due before such expiration or termination, or entitle you to any refund.

9. Miscellaneous

9.1. Entire Agreement.

These Terms and Conditions, together with any other documents incorporated herein by reference and the Usage Agreement, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and Conditions and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

9.2. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the Usage Agreement, or to such other address that may be designated in writing by the Party giving Notice from time to time in accordance with this Section 9.2. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms and Conditions, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section 9.2.

9.3. Force Majeure.

In no event shall either Party be liable to the other Party, or be deemed to have breached these Terms and Conditions, for any failure or delay in performing its obligations hereunder, if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, or other civil unrest, strikes, labor stoppages or slowdowns, or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

9.4. Amendment and Modification; Waiver.

No amendment to or modification of these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof; and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

9.5. Severability.

If any provision of these Terms and Conditions is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify these Terms and Conditions so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.6. Governing Law; Submission to Jurisdiction.

These Terms and Conditions are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of these Terms and Conditions shall be instituted in the federal courts of the United States or the courts of the State of California in each case located in the city of Carlsbad and County of San Diego, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.

9.7. Assignment.

You may not assign or transfer any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that in connection with a sale, reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of the voting securities and/or assets of your business, these Terms and Conditions may be assigned by you to any such successor provided written notice of such assignment is provided by you to us within a reasonable time thereafter. Any purported assignment, transfer, or delegation in violation of this Section 9.7 is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms and Conditions are binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

9.8. Invoicing, Payments, and Interest.

Invoices will be issued by LTCC to User(s) by the first (1st) of each month in advance. Payments are due by the fifth (5th) of the month for which the Service is provided. Payments not received by the end of the month for which the Service is provided shall incur interest at the rate of two and one-half percent (2.5%) per month calculated daily and compounded monthly or, if lower, at the highest rate permitted by applicable law. LTCC reserves the right to seek all other remedies available under applicable law.

9.9. Collections, Fees and Costs, and Suspension of the Service.

User(s) shall reimburse LTCC for all costs incurred by LTCC in collecting any past due payments or interest, including but not limited to collection agency fees, attorneys’ fees, and court costs. If User(s)’ account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies available under applicable law, LTCC reserves the right to suspend the Service upon thirty (30) days written notice, without liability to User(s), until such amounts are paid in full.