Office Use Agreement
TPNW OFFICE USE AGREEMENT
This Direct Agreement for Space Hosting License (this “Agreement”) is made as of the
Agreement Date between the Host and the Member for use of the Space located in the Building.
The Host and Member agree as follows:
1. License. Subject to the terms and conditions of this Agreement, the Host grants Member a
non-transferable license to occupy and use the Space in the Building (the “License”) during the
Term and the Member accepts such License.
2. Term. The Term shall begin on the Start Date and end on the later of the End Date, if
specified, or Minimum Term number of months after the Start Date. If no Minimum Term is
specified, the Minimum Term shall be one month.
3. House Rules. During the Term, the Member agrees to accept the terms, conditions, and
policies provided by the Host relating to the use of the Space, including building security
procedures, IT access and use procedures, maximum occupancy limitations, specific state law
requirements and other terms or procedures provided by the Host (the “Individual Membership
Agreement and House Rules”) in Terms of Service Documents. The Individual Membership
Agreement and House Rules may be revised and amended by the Host without the prior consent
of, or notice to, the Member.
(a) Use of common space (i.e. coworking space, kitchen, hallways, reception area, etc.) are for non-therapeutic use. Any use of these spaces for clinical purposes between a practitioner and client are prohibited.
4. Payment. The Member agrees to pay the applicable Fees, Deposits, and Taxes for use of the
Space to the Host.
5. Definitions. Capitalized terms used and not otherwise defined in this Agreement or the Exhibit
and Schedules shall have the meanings set forth in the Section entitled "Definitions" below.
6. Entire Agreement. This Agreement (including the Exhibits) constitutes the entire agreement
between the Host and the Member regarding the use of the Space and supersedes any prior
agreements between the Host and Member relating to Member's use of the Space.
DEFINITIONS
“Agreement Date” shall mean: the date the reservation is booked through the Service.
“Cancellation Terms” shall mean: the Flexible Cancellation Terms described in the section
entitled "Cancellation" below.
(At the Host's election, either the Strict Cancellation Terms or the Flexible Cancellation Terms,
each as described in the Section entitled "Cancellation" below).
"Host” shall mean: The Practice NW
The Host’s email is: info@thepracticenw.com
The Host’s address is: 4405 7th Ave SE, Lacey, WA 98503
“Member” or “You” or “you” shall mean: _________________________________________.
“Space” shall mean: the Space the Member reserves by booking a reservation.
“Maximum Occupancy” shall mean: Dependent on Office Maximum Occupancy.
“Building” shall mean the building located at
street: 4405 7th Ave SE, Suite 200
city: Lacey
state: WA
zip: 98503
“Term” shall mean the period of time:
• beginning on {{SubscriptionStartDate}} (the “Start Date/Date You Sign Up”) and
• ending on the later of {{SubscriptionEndDate}} or _______ months after the Start Date (the
“Minimum Term” as defined by subscription)
• designated hourly/day use as discussed in membership level
“Fees” shall mean the Setup Charge due at the beginning of the Term and the Monthly Charge
due on the Agreement Date for the first month and monthly thereafter, if applicable.
“Monthly Charge” shall mean: Monthly Membership Fee
“Taxes” shall mean: local sales tax (9.5%), when applicable
LICENSE TERMS
Compliance
You agree to abide by and cause your employees, agents, guest, invitees, clients and patients
("Invitees") to abide by this Agreement and any applicable House Rules under the Individual
Membership Agreement provided by the Host.
Possession and Delivery
The Space is accepted by the Member in its “as-is” “where-is” condition and configuration. If,
for any reason, the Host is unable to provide use of the Space at the anticipated Start Date, you
agree that the Term shall be automatically postponed until possession becomes available. Host’s
failure to deliver possession of the Space shall not subject the Host to any liability for loss or
damage, nor shall it affect the validity of the License. If the Host does not deliver possession of
the Space within one week after the anticipated Start Date, the Member shall have the right to
cancel the License with no penalty and be entitled to a full refund of amounts paid.
Workspace Use and Access
You agree to use the Space provided to you for general office purposes only and you may not use
the Space to carry out any illegal activities or use the Space (A) in violation of law, the House
Rules under the Individual Membership Agreement or any other reasonable regulations or rules
adopted by Host during the Term, or (B) for any immoral, unlawful, or objectionable purposes.
Further, you shall not use or permit the usage of any illegal drug or substance and shall not make
or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building.
You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance
(public or private) or other act or thing of any kind or nature whatsoever that may disturb the
quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.
You agree not to exceed the Maximum Occupancy of the Space.
Controlled substances
You shall not store, use or distribute controlled substances on site.
You shall not make alterations, additions or improvements to the Space, including the
installation of lighting or any phone or data lines.
You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in
the Space, or in or around the Building, in any manner contrary to any applicable law. You shall
be liable for the costs of any removal, clean-up and/or remediation of any hazardous materials
released by you or your Invitees.
You agree that the Host has the right upon 30 days’ written notice, to require that you relocate to
another Space in the same Building of equal or larger size and similar configuration for the
remainder of the Term, provided that the Fees for such new workspace are no greater than the
Fees for your current Space.
The Host or its authorized representatives may enter the Space at any time and such access rights
shall not give rise to any decrease or abatement of Fees or Taxes. Unless there is an emergency,
the Host will, as a matter of courtesy, try to inform you in advance when the Host needs access
to the Space to carry out testing, repair or work other than routine inspection, cleaning and
maintenance. Repair work shall be done solely at the discretion of Host and the failure of Host,
for any reason, to furnish any maintenance or repairs shall not render Host liable to you,
constitute a constructive eviction, or give rise to a refund or abatement of Fees.
You shall not cause or permit any lien to be placed on the Space, the Building or the land
underlying the Building. Any such lien shall be discharged by you within 10 days of you
becoming aware of such lien.
Common areas of The Practice NW suite (i.e. Co-working space, kitchen, waiting room, etc.) are designated for non-treatment. Any use of these areas for practitioner/client treatment is prohibited and will result in termination of membership access.
Good Care
You must take good care of and not damage, waste or make any changes to the Space or space
leased or owned by the Host of which the Space is a part (the “Host Area”), or the Building. You
shall not alter, add, replace, remove or damage any furnishings, equipment or other personal
property located in, on or around the Space, the Shared Facilities, the Host Area or the Common
Areas which is not owned by you or your Invitees ("Host Personal Property"). At the expiration
or earlier termination of this Agreement, you must deliver the space and all Host Personal
Property to the Host in good condition, normal wear and tear excepted. If any damage (beyond
normal wear and tear) to the Space or the Host Personal Property should occur while in your
care, custody or control, you agree to pay reasonable repair/replacement costs and to notify the
Host immediately upon discovery of such damage occurring, but no later than 8 hours later. You
are liable for any damage caused by you or your Invitees to the Space, the Shared Facilities, the
Common Areas, the Host Personal Property or the Building. YOU DISCLAIM AND WAIVE
ALL WARRANTIES WITH RESPECT TO THE HOST PERSONAL PROPERTY, BOTH
EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Common Areas
You may also have access to and non-exclusive use of any portions of the Building designated
for common use by Building tenants, TPNW members, and others ("Common Areas"), as, and to the
extent, described in the TPNW Individual Membership Agreement. The Common Areas may be changed,
relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of,
or notice to, Member. Unless otherwise set forth in the House Rules under the Individual Membership
Agreement, the right to parking is not provided under this Agreement.
Shared Facilities
You may also have access to and non-exclusive use of coworking room, phone booth, office
equipment, and kitchen (the “Shared Facilities”) located near the Space on a first-come, first served
basis as, and to the extent, described in the House Rules under the Individual Membership
Agreement. The Host may make changes to the Shared Facilities from time to time during the
Term including, without limitation, removal of all or portions of the Shared Facilities without
your consent or notice to you.
Keys and Security
All Members must use the Salto KS Mobile App or Door Access Code to enter the Premises. A
key fobs or door access code will be provided upon request with additional signed use agreement. An
updated mobile device capable of operating the Salto KS Mobile App or Door Access Code is required for
access to the Premises and in turn required for Membership at The Practice NW. If, for any reason a key
fob is assigned to you; it remains the Host’s property at all times. You shall not make any copies or allow
anyone else to use them without the Host’s consent. Any loss of keys fobs must be reported to the Host
immediately, and you must pay the cost of replacement fob, as per FOB use agreement. You shall not
place any additional locks or bolts of any kind upon any of the doors or windows of the Space or Building
nor make any changes to existing locks or the mechanisms thereof.
Name and Address
You may only conduct business in your name. You shall not put up any signs on the doors to the
Space or Building or anywhere else, which are visible from outside the Space you are using, or
the Building.
Mail and Packages
Members are not permitted to use the address of any of our Premises for mail and package
delivery unless previously authorized, and The Practice NW will have no liability in connection
with any unauthorized mail or packages delivered to a Member at our Premises. If, under the
terms of your Membership, you are authorized to use The Practice NW as the registered agent
for your business, you will be authorized to receive mail at your assigned suite/private mailbox number
(PMB). You may not list your business at this address under Google My Business or any similar service
without the express written permission of The Practice NW.
Conduct
You acknowledge that the Host is and will continue to be an equal opportunity employer and that
the Host prohibits any form of discrimination in employment, against any of its employees
(whether by its employees, its clients, including you, or others), including, on the basis of race,
color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability,
or other characteristics protected by law. In recognition of this policy, you and your officers,
directors, employees, shareholders, partners, agents, representatives, contractors, customers, or
invitees shall be prohibited from participating in any type of harassing or abusive behavior to
employees of the Host or its affiliates, other clients or invitees, verbal or physical in the Building
for any reason. You further agree, upon the request of the Host, to cooperate with the Host in its
efforts to enforce and maintain its equal employment opportunity, non-discrimination and
antiharassment policies. The Host may immediately terminate this Agreement without cost or
penalty if Member or any of Member's staff engage in any behavior that the Host deems is
contrary to such policies.
Confidentiality
Both Host and Member agree that during the Term and thereafter, the recipient of any non-public
information of the other party that is designated as confidential or proprietary, that the receiving
party knew or reasonably should have known was confidential or proprietary, or that derives
independent value from not being generally known to the public (“Confidential Information”),
will not at any time be disclosed to any person by such recipient or used for such recipient's own
benefit or the benefit of anyone else without the prior express written consent of a corporate
officer of the party that owns such Confidential Information. The parties agree that if there is a
breach of this obligation by either party, the other shall have the right to request any remedy in
law and/or equity including, but not limited to, appropriate injunctive relief or specific
performance, as may be granted by a court of competent jurisdiction. Notwithstanding the
foregoing, Member accepts all risk to its intellectual property interests used in the Space, and
Host shall have no liability arising from, your disclosure (whether intentional or not) of any of
your Confidential Information to any third parties present in or around the Space or the Shared
Facilities.
Non-Solicitation
Neither Host nor Member nor their respective employees and agents shall knowingly solicit,
recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90
days following its termination or expiration without the prior written consent of the other party.
Either party may solicit or recruit generally in the media. Either party may hire, without prior
written consent, the other party’s employee who answers any advertisement or who voluntarily
applies for hire without having been personally solicited or recruited by the hiring party.
Damages and Insurance
You are responsible for any damage you cause to the Space or any Host Personal Property
beyond normal wear and tear. The Host has the right to inspect the condition of the Space from
time to time and make any necessary repairs. You are responsible for arranging insurance for
your personal property against all risks and for your liability to and for your employees and third
parties and for maintaining any specific insurance set forth in the House Rules under the
Individual Membership Agreement. You have the risk of damage, loss, theft or misappropriation
with respect to any of your personal property and liability to and for your employees and third
parties. You agree, as a material part of the consideration to be rendered to the Host under this
Agreement, to waive any right of recovery against the Host, its directors, officers and employees
for any damage, loss, theft or misappropriation of your property under your control and any
liability to and for your employees and third parties, including for injuries to you or your Invitees
in or about the Space, and you agree to hold the Host exempt and harmless and defend the Host
from and against any damage and injury to any such person or to such property, arising from
your use of the Space or from your failure to keep the premises in good condition and repair as
provided in this Agreement. All property in your Space is understood to be under your control.
Payment
During the Term, you shall pay the Fees, Deposit, and Taxes to Host, or on behalf of the Host.
Upon the Agreement Date, the following are due and payable by the Member (the “Initial
Payment”):
- the Monthly Charge for the first full calendar month of the Term and a pro-rated portion of the
Monthly Charge for the first partial month of the Term (if you start your Term after the first
calendar day of the month),
- the Setup Charge,
- the Deposit, if applicable,
- any applicable Taxes.
For each following month of the Term, the Monthly Charge and any applicable Taxes are due
and payable on the first day of the calendar month. If the Term ends before the last calendar day
of the month, the pro-rated portions of the Monthly Charge and any applicable taxes for the final
partial month of the Term are due and payable.
If any payment due to Host is not received within 5 days of the due date, the Host may, at the
Host’s discretion, terminate this Agreement without cost or penalty to Host. All remaining Fees
and Taxes for the remainder of the Term are immediately due and payable by the Member.
Cancellation
All Fees and taxes paid by Members are non-refundable, except as expressly stated in this
Agreement.
The Host may cancel this Agreement if a contract has been entered into for the sale of the
Building.
The Host shall not cancel this Agreement except as provided in this Agreement.
Flexible Cancellation Terms
You may cancel this Agreement within one day of the Agreement Date or at least 30 days before
the Start Date and receive a full refund of the Initial Payment.
If you choose to cancel after the Agreement Date plus one day, but less than 30 days before the
Start Date, 50% of the Fees and Taxes will be refunded, but you are no longer obligated to pay
the remaining Fees and Taxes for the Minimum Term. The Deposit will be fully refunded, if you
cancel before the Start Date.
After the Start Date, if you cancel the License before the Minimum Term, (a) no refund is
available for the then-current calendar month and the next full calendar month and (b) 50% of
the remaining unpaid Fees and taxes for the Minimum Term are immediately due and payable
unless a default has occurred and is continuing, in which case, 100% of all remaining Fees and
Taxes for the remainder of the Term are immediately due and payable by the Member.
Deposit (for full-time/exclusive office use only)
The Deposit, if applicable, will be held by Host during the Term as security for the performance
by you of all of your obligations under this Agreement. The Host may apply any portion of the
Deposit to amounts owed to the Host for (A) any damage to the Host Personal Property, the
Space, the Host Area, the Shared Facilities, or the Building, (B) any overdue Fees or Taxes
and/or (C) amounts Host may incur for any losses or costs arising out of your default under this
Agreement (including any damage or deficiency arising in connection with the relicensing of the
Space), in each case solely at the discretion of the Host. If, upon the expiration or earlier
termination of this Agreement, you have fully complied with all terms of this Agreement and the
House Rules under the Individual Membership Agreement, remitted all amounts due and
payable, and surrendered the Space and all keys, access cards, building passes and all other
property provided to you by the Host (including the Host Personal Property), the Deposit shall be
returned to you within 60 days after the expiration or earlier termination of the Term, less any
amounts applied as described above. The Host shall not be required to maintain the Deposit in a
separate account. No interest will be paid on the Deposit except as may be required by law. If
any portion of the Deposit is so used or applied by Host during the Term, then within 5 days after
Host gives written notice to you, you shall deposit with Host cash in an amount sufficient to
restore the Deposit to the original amount. Failure to do so will constitute a default under this
Agreement.
Renewal
If an End Date is specified, the License will terminate on the End Date with no automatic
renewal.
If no End Date is specified, Licenses shall automatically renew after the Minimum Term for
additional one-month periods unless you give the Host or the at least 30 days’ notice prior to the
end of the Term.
If the Host opts to change the Monthly Charge upon renewal, the Host will provide at least 60
days notice. There will be no additional Setup Charge for Licenses that renew.
If the Host opts not to renew the License, the Host will provide at least 60 days notice.
Default
You shall be considered in default of this License if (A) you fail to pay when due all or any
portion of the Fees or Taxes, if the failure continues for 3 days after notice to you, which notice
shall be in satisfaction of and not in addition to any notice required by law (B) you fail to comply
with any term of this Agreement, if the failure is not cured within 10 days after notice to you, or
(C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without
Host's prior written consent. Upon any default, the Host shall have the right without notice to
terminate this Agreement, in which case you shall immediately surrender the Space and the Host
Personal Property to the Host. If you fail to surrender the Space and/or the Host Personal
Property, the Host may, in compliance with applicable law and without prejudice to any other
right or remedy, enter upon and take possession of the Space and the Host Personal Property and
you shall be liable for all past due Fees and Taxes, all Fees and Taxes due for the remainder of
the Term, all costs incurred by Host to retake possession of the Space and Host's Personal
Property, and other losses and damages which Host may suffer as a result of Member's default.
In addition to the right to terminate this Agreement and collect damages, Host shall have the
right to pursue any other remedy now or hereafter available at law or in equity.
Indemnity
You agree to indemnify, defend and hold the Host, its landlord, if applicable, and any mortgagee
harmless from and against any loss, liability, claim, demand, damages, costs and expenses,
including reasonable attorneys' fees, arising out of or in connection with your and your Invitees'
use of a Space, Common Areas or Shared Facilities, or any violation of applicable law, this
Agreement or House Rules under the Individual Membership Agreement. Nothing contained in
this Agreement shall be construed to create privity of estate or of contract between you and
Host's landlord, if applicable.
Disclaimer
EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, THE HOST IS
PROVIDING ITS SPACE TO THE MEMBER "AS IS," AND HOST DISCLAIMS ANY AND
ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. HOST
CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO MEMBER, ANY SPECIFIC RESULTS
FROM USE OF THE SPACE. HOST DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET
YOUR REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS
SAFE AND SUITABLE FOR YOUR INTENDED USE.
Liability
IN NO EVENT WILL HOST OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES
OR SUPPLIERS BE LIABLE TO MEMBER, FOR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR
ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF
ANY NATURE WHATSOEVER, ARISING FROM THE MEMBER’S USE OF THE SPACE,
ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR
DOWNLOADED FROM THE , OR MEMBER’S USE OF THE SPACE, EVEN IF THE HOST
IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOST'S LIABILITY
TO MEMBER OR ANY PARTY CLAIMING THROUGH MEMBER, FOR ANY CAUSE
WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO
THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL
ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE
EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS
LIMIT.
Suspension of Services
The Host may by notice suspend the provision of services (including access to the Space) for
reasons of political unrest, strikes, terrorism, Acts of God or other events beyond the Host’s or
the Host’s landlord’s reasonable control. This Agreement shall automatically terminate if the
Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between
Host and Member, all proceeds of any condemnation award shall belong to Host and all
insurance proceeds of Host shall be retained by and belong to Host. The Host may also suspend
the provision of services (including access to the Space) in the event the Space or the Building is
being renovated or repaired, in which event you will be relocated to another space within the
building, or if necessary, to another building, all at the Host’s reasonable cost.
Sublicensing
You may not sublicense, assign, transfer any interest in this Agreement or allow any third party
to use any portion of the Space, the Shared Facilities or the Common Areas without Host's prior
consent.
No Lease
YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NOT A LEASE OR ANY OTHER
INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT
CREATES A REVOCABLE LICENSE. The parties do not intend to create a lease or any other
interest in real property for the benefit of Member through this Agreement. The Host retains
legal possession and control of the Space assigned to Member. The Host’s obligation to provide
space and services to Member is subject, in all respects, to the terms of the Host’s lease with the
Host’s landlord, if applicable. This Agreement and the License granted hereunder shall terminate
simultaneously with the termination of the Host’s master lease or the termination of the operation
of the Host Area for any reason at no cost or penalty to Host. You do not have any rights under
the Host’s lease with its landlord, if applicable. When this Agreement expires or is earlier
terminated, your License to occupy the Space shall automatically be revoked. You agree to
remove your personal property and leave the Space as of the date of such expiration or
termination. The Host is not responsible for your personal property left in the Space after
expiration or termination. If you fail to remove your personal property, at the Host’s option, such
personal property shall (a) be deemed conveyed to the Host and shall become the property of the
Host, or (b) be removed from the Space by the Host at the Member’s expense.
No Broker
You represent that you have dealt with no broker in connection with this Agreement. You agree
to indemnify, defend and hold the Host harmless from any claims of any brokers claiming to
have represented you in connection with this Agreement.
Subordination
This Agreement and any applicable House Rules under the Individual Membership Agreement
are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now
or subsequently arising upon the Space or the Building and to renewals, modifications,
refinancings and extensions thereof including the Host’s lease with the Host’s landlord and to
any other agreements to which the Host’s lease is subordinate.
Holding Over
For each and every month or portion thereof that you continue to use or occupy the Space after
the expiration or earlier termination of this Agreement, you shall pay Host an amount equal to
the greater of (A) $2,500 and (B) two times the Monthly Charge. Your payment of such amounts
shall not be construed to extend the Term or prevent Host from immediate recovery of
possession of the Space by summary proceedings or otherwise. This Section shall survive the
expiration or sooner termination of this Agreement. The acceptance of any Fees after the
expiration or earlier termination of this Agreement shall not preclude Host from commencing
and prosecuting a holdover or summary eviction proceeding. Host and Member hereby further
agree that any statutory right to hold over beyond the expiration date or sooner termination of
this Agreement is hereby waived to the fullest extent permitted by law.
Miscellaneous
All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at
the address specified for each party under the Section entitled "Definitions". This Agreement
shall be interpreted and enforced in accordance with the laws of the state or commonwealth in
which the Building is located. If either party institutes a suit against the other for violation of or
to enforce this Agreement, the prevailing party shall be entitled to all of its costs and expenses,
including, without limitation, reasonable attorneys' fees. Host and Member hereby waive any
right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest
extent permitted by applicable law. This Agreement may not be modified, amended or
terminated, and Member’s obligations hereunder shall in no way be discharged, except as
expressly provided in this Agreement or by written instrument executed by the parties. If any
term, covenant or condition of this Agreement or any application thereof shall be invalid or
unenforceable, the remainder of this Agreement and any other application of such term, covenant
or condition shall not be affected. This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing this Agreement to be
drafted. Neither Host nor Member shall have the right to record this License or any
memorandum thereof.
Terms of Use
1. Introduction
These Terms of Use (“Terms”, “Terms of Service”) govern your use of our web and mobile applications (together or individually “Service”).
Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages.
Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound by them.
If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing us so we can try to find a solution. These Terms apply to all visitors, users, and others who wish to access or use Service.
2. Communications
By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials, and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by email.
3. Purchases
If you wish to purchase any product or service made available through The Practice NW Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, and your billing address.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We may employ the use of third-party services to facilitate payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to product or service availability, errors in the description or price of the product or service, error in your order, or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
4. Contests, Sweepstakes, and Promotions
Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through The Practice NW Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.
5. Plans
Some parts of The Practice NW Service are billed on a subscription basis (“Plan(s)”). You will be billed in advance on a recurring and periodic basis (“Plan Period”). Plan periods are set either on a daily, weekly, monthly, or annual basis, depending on the period you select when purchasing a Plan.
At the end of each Plan Period, your Plan will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Plan renewal either through your Membership page or by contacting our customer support team.
A valid payment method, including a credit card or bank account, is required to process the payment for your plan. You shall us with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize us to charge all Plan fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, you must proceed manually with the full payment corresponding to the plan period as indicated on the bill.
6. Fee Changes
We, in our sole discretion and at any time, may modify fees for Plans. Any Plan fee change will become effective at the end of the then-current Plan Period.
We provide you with reasonable prior notice of any change in Plan fees to allow you to terminate your Plan before such change becomes effective.
Your continued use of The Practice NW Service after Plan fee change comes into effect constitutes your agreement to pay the modified Plan fee amount.
7. Refunds
Except when required by law, paid Plan fees are non-refundable.
8. Content
Our The Practice NW Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”) on Stream, Support, and other places. You are responsible for Content that you post on or through The Practice NW Service, including its legality, reliability, and appropriateness.
By posting Content on or through our Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through The Practice NW Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity (“Objectionable Content”). Objectionable Content is strictly forbidden and we reserve the right to terminate the account of anyone found to be infringing.
You retain any and all of your rights to any Content you submit, post, or display on or through The Practice NW Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through The Practice NW Service. However, by posting Content using The Practice NW Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through The Practice NW Service. You agree that this license includes the right for us to make your Content available to other users of The Practice NW Service, who may also use your Content subject to these Terms.
We have the right but not the obligation to monitor and edit all Content provided by users.
In addition, Content found on or through this The Practice NW Service is our property and can only be used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
9. Prohibited Uses
You may use The Practice NW Service only for lawful purposes and under Terms. You agree not to use The Practice NW Service:
(a) In any way that violates any applicable national or international law or regulation.
(b) To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
(c) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
(d) To impersonate or attempt to impersonate The Practice NW, a The Practice NW employee, another user, or any other person or entity.
(e) In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
(f) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of The Practice NW Service, or which, as determined by us, may harm or offend The Practice NW or users of The Practice NW Service or expose them to liability.
Additionally, you agree not to:
(a) Use The Practice NW Service in any manner that could disable, overburden, damage, or impair The Practice NW Service or interfere with any other party’s use of The Practice NW Service, including their ability to engage in real-time activities through The Practice NW Service.
(b) Use any robot, spider, or other automatic devices, process, or means to access The Practice NW Service for any purpose, including monitoring or copying any of the material on The Practice NW Service.
(c) Use any manual process to monitor or copy any of the material on The Practice NW Service or for any other unauthorized purpose without our prior written consent.
(d) Use any device, software, or routine that interferes with the proper working of The Practice NW Service.
(e) Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
(f) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of The Practice NW Service, the server on which The Practice NW Service is stored, or any server, computer, or database connected to The Practice NW Service.
(g) Attack The Practice NW Service via a denial-of-service attack or a distributed denial-of-service attack.
(h) Take any action that may damage or falsify The Practice NW rating.
(i) Otherwise attempt to interfere with the proper working of The Practice NW Service.
You may report Objectionable Content and any concerns or violations through the Support section or by contacting us by email.
10. Analytics
We may use third-party Service Providers to monitor and analyze the use of our Service.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network. For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en. We also encourage you to review Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.
11. Accounts
When you create an account with us, you guarantee that you are of legal age and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on The Practice NW Service.
You are responsible for maintaining the confidentiality of your account, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use the identity of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use any name that is offensive, vulgar, or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.
12. Intellectual Property
The Practice NW Service is protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.
13. Error Reporting and Feedback
You may provide us directly with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other rights, title, or interest in or to the Feedback; (ii) The Practice NW may have developed ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party, and (iv) The Practice NW is not under any obligation of confidentiality concerning the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant The Practice NW and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited, and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
14. Links To Other Web Sites
Our Service may contain links to third-party websites or services that are not owned or controlled by us.
We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY WEB SITES OR SERVICES.
WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD-PARTY WEBSITES OR SERVICES THAT YOU VISIT.
15. Disclaimer Of Warranty
THESE SERVICES ARE PROVIDED BY THE PRACTICE NW ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PRACTICE NW MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER THE PRACTICE NW NOR ANY PERSON ASSOCIATED WITH THE PRACTICE NW MAKES ANY WARRANTY OR REPRESENTATION CONCERNING THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE PRACTICE NW NOR ANYONE ASSOCIATED WITH THE PRACTICE NW REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE PRACTICE NW HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. Limitation Of Liability
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER, IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF THE PRACTICE NW HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF THE PRACTICE NW, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
17. Termination
We may terminate or suspend your account and bar access to The Practice NW Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.
If you wish to terminate your account, you may simply discontinue using The Practice NW Service.
All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
18. Changes To Service
We reserve the right to withdraw or amend our Service, and any service or material we provide via The Practice NW Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of The Practice NW Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of The Practice NW Service, or the entire The Practice NW Service, to users, including registered users.
19. Amendments To Terms
We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.
Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use The Practice NW Service.
20. Waiver And Severability
No waiver by The Practice NW of any term or condition outlined in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of The Practice NW to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
21. Acknowledgement
BY USING THE PRACTICE NW SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
22. Contact Us
Please send your feedback, comments, and requests for technical support through the Support section of the app.
23. Proof of license and insurance
Members are required to submit a copy of their state license as well as provide a copy the members professional liability insurance with The Practice NW as an additional insured party on their policy within 15 days of their initial membership start date. We also require submission of updated documents prior to expiration. Failure to comply with these requirements may result in termination of membership privileges. If there are any issues obtaining these documents within the stated time frame, please contact The Practice NW management for assistance.
24. Medical procedures
The liability insurance policy maintained by The Practice NW explicitly excludes coverage for medical procedures involving subdermal procedures. Consequently, any practice implementing such procedures is ineligible for membership with The Practice NW.