Terms of Use

Refer.to operates www.refer.to and other Web sites and online properties on behalf of itself and/or in conjunction with third parties (collectively, the "Site"). The software, services and content that Refer.to provides to you via the Site or via a mobile application store (collectively, the "Software") are subject to this Agreement as well as any other terms or rules that we may post on the Site and/or present as part of any such Software. Any and all such additional terms and rules are incorporated into this Agreement by this reference. Please read this Agreement carefully as it affects your legal rights and obligations.

Your use of the Site and the Software is subject to your acceptance of and compliance with this Agreement. By using the Site and/or the Software, you accept and agree to be bound by the terms of this Agreement. If you do not accept this Agreement, you should not use (and you have no right to use) the Site or Software, and you should cease any use immediately. By using the Site or any Software, you represent to us that you are at least 18 years old. Use of the Site or any Software by children under the age of 18 years is prohibited, unless an area of the Site specifically states otherwise.

Refer.to may disable or prohibit you from accessing or using your user account, the Site or the Software (or components thereof) at any time and without liability to Refer.to, for any reason, including if you violate this Agreement or fail to make payments to Refer.to under the terms of this Agreement. We may modify this Agreement from time to time. If the Agreement is modified, we will post the updated Agreement on the Site, and the changes will become effective when we post the revised Agreement (unless otherwise stated). The Privacy Policy also applies to your use of the Site and Software

Among other software, services and content that Refer.to provides on the Site, Refer.to provides an online patient referral and referral management platform for the exchange of patient referrals between healthcare providers. The referral platform allows users to, among other things, locate, develop and populate professional networks through which patient referrals may be efficiently and securely transmitted and automatically send electronic referral information to patients.

Refer.to makes no representations or warranties regarding (a) the qualifications, abilities, credentials, experience, reputation, or financial stability of any of any user of the Site or Software; (b) the qualities, quantities, accuracy, authenticity or originality of any information or content that is posted or submitted by a user of the Site or Software; (c) non-infringement of any third-party copyright or other intellectual property rights relating to content posted or submitted by users of the Site or the Software; or (d) the Software. Refer.to does not endorse any users of the Site or Software and assumes no liability for any user’s conduct.

You hereby acknowledge that any use of the Site and Software, including entering into an agreement to transmit or exchange patient information, is at your own risk.

Using the Site or Software does not create an employer-employee, principal-agent, joint-venture, franchise, partnership or independent contractor relationship of any type between you and Refer.to.

Users may from time to time use the Site and/or Software to establish in-person or online user-to-user interactions or transactions. You understand that using the Site or Software to create, transmit or accept patient referrals may implicate certain professional regulations or legal obligations related to patient care and confidentiality, and it is your sole obligation to remain in compliance with such laws and regulations in and through your interactions with other users. Such relationship with other users of the Site or Software is between you and such other user, and Refer.to is not a party to any contracts or agreements that may be formed nor does Refer.to offer any representations, warranties or guaranties relating to user to user interactions or transactions or any obligations or expectations relating thereto.

Refer.to requires payment for establishing and maintaining a user account and for use of the Software. The current fees related to establishing a user account and use of the Software provided by Refer.to can be found here.

Refer.to has engaged Braintree, Inc., a PayPal Company and the owner of Braintree® payment services, to manage all financial transactions related to the Site and Software and to tender all payments between users of the Site and Software and Refer.to. Refer.to makes no representations or warranties regarding services rendered by Braintree and shall assume no liability for damages arising from or related to transactions using Braintree® payment services. By using Braintree® payment services, the User agrees to be bound by the terms and conditions imposed by Braintree.

Refer.to may from time to time offer services ancillary to those described above. Should you elect to utilize those services, you agree to pay for and be bound by any terms and conditions associated with such services. Any such terms are hereby incorporated into this Agreement by this reference. You are solely responsible for paying all fees and applicable taxes associated with the Software in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars.

Using the Site or Software and circumventing Refer.to or otherwise failing to pay according to the applicable terms is strictly prohibited. In the event you utilize content or user information to facilitate patient referrals or otherwise use the Software but fail to pay Refer.to according to the terms listed above or specified on the Site at the time of posting or using the Software, Refer.to, in its sole discretion, may immediately terminate your user account and refuse access to the Site and Software without any liability to Refer.to.

By creating a user account and profile, posting, transmitting or receiving patient or potential patient information, whether related to a patient referral or for any other purpose, or by otherwise using the Software, you assume full responsibility for any and all content and information you provide via the Site or Software. Your user account and Software functionality may not be immediately accessible or usable on the Site for up to twenty-four (24) hours after creating a user account.

So long as you comply with the terms of this Agreement and pay all applicable fees, Refer.to hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, limited license to use the Site and Software subject to the terms of this Agreement, and to use, download, install on your personal computer(s) or personal mobile device(s) any Software offered that may be downloadable only in accordance with the terms of this Agreement and the documentation and/or use instructions that accompany the Software or other features on the Site and only in connection with authorized use of the Software and/or the Site. The Software is protected by copyright and other intellectual property laws and Refer.to or its licensors own all right, title and interest therein. Except as expressly stated in this Agreement or a third-party agreement, no ownership right or license is granted under any patent, trademark, copyright, or any other intellectual property or proprietary right of Refer.to or any third party by reason of using the Site or the Software.

Unless and to the extent specifically provided otherwise in the Software or related documentation (including any Readme file), you may not:

(a) separate any individual component of the Software for use;

(b) incorporate any portion of the Software into other software or compile any portion of it in combination with other software;

(c) use it, or any portion of it, with any other service or over a private network;

(d) sell, rent, lease, lend, loan, distribute, assign or sublicense the Software or otherwise transfer any rights to it in whole or in part;

(e) modify, reverse engineer, decompile, remove any proprietary notices or disassemble the Software in whole or in part, or create any derivative works from or of the Software, or encourage, assist or authorize any other person to do any of these things; or

(f) make copies of or distribute the Software or electronically transfer it or any portion of it from one computer to another or over a network.

Refer.to may discontinue some or all of any Software at any time and may also terminate your user account or your right to use any Software at any time, and in such event we may modify it to make it inoperable. You agree to abide by all laws and regulations in effect regarding your use of the Software, including without limitation, its use in connection with any copyrighted content. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

Unless as otherwise specifically stated in this Agreement or as agreed upon in writing between you and Refer.to, you may not, and you agree not to:

(a) collect or use, in any manner and for any reason not specifically associated with your permitted use of the Site or the Software under the terms of this Agreement, any information or descriptions on the Site or related to the Software;

(b) “frame” or use inclusion techniques to enclose any Refer.to trademark, logo, Software, or other content on the Site within another Web site or within any other digital content;

(c) use any data mining, scrapers, robots, or similar data gathering or extraction methods to obtain content or information from the Site or Software;

(d) distribute, modify, license, resell, or make any commercial use of the Site, Software or any content on the Site apart from using the Site and Software for their intended uses;

(e) use the Site or Software in any manner that violates a third party’s intellectual property rights, including the rights of copyright owners in any content that you use or modify in connection with the Site or Software;

(f) attempt to gain unauthorized access to the Site or Software by any means, including hacking or password mining;

(g) use the Site or Software for any purpose that is unlawful or prohibited by this Agreement; or

(h) use the Site or Software in any way that could damage or overburden the Site or Software and interfere with any Refer.to server or networking equipment, Refer.to’s provision of the Site or Software, or any user’s use or enjoyment of the Site or Software.

When you use the Site or any of the Software, you agree not to upload, post, modify, distribute, email, transmit, or otherwise make available any user-submitted content that:

(a) is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise injurious to third parties;

(b) is protected by any patent, trademark, trade secret, copyright or other intellectual or proprietary right, unless you own such rights or have received all necessary licenses and consent;

(c) impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, or interfere with someone else’s use of the Site;

(d) constitutes a charity request, petition for signatures, chain letter, letter or information relating to one or more pyramid schemes, advertising or solicitation for funds, political campaigning, mass mailing, any form of unsolicited commercial email or "spam," or an offering or dissemination of fraudulent goods, services, schemes or promotions;

(e) is sent via unsolicited emails, if such email could reasonably be expected to provoke complaints from its recipients;

(f) is harmful, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information; and/or

(g) violates any applicable local, state, national or international law.

IF YOU ARE A “COVERED ENTITY” WITHIN THE MEANING OF CHAPTER 45 OF THE CODE OF FEDERAL REGULATIONS OR ARE USING THE SITE OR SOFTWARE AS A HEALTHCARE PROVIDER, YOU ACKNOWLEDGE THAT CERTAIN PATIENT INFORMATION TRANSMITTED THROUGH THE SITE MAY BE REGULATED BY FEDERAL LAW AND PROFESSIONAL REGULATIONS. YOU FURTHER ACKNOWLEDGE THAT USE OF THE SITE OR

SOFTWARE DOES NOT RELIEVE YOU OF YOUR PROFESSIONAL OBLIGATIONS UNDER SUCH LAWS AND REGULATIONS. THEREFORE, BY USING THE SITE AND SOFTWARE YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL COMPLIANCE AND VIOLATIONS OF SUCH LAWS AND REGULATIONS THAT MAY RESULT FROM YOUR USE OF THE SITE OR SOFTWARE. REFER.TO SHALL MAINTAIN THE PRIVACY OF USER CONTENT AS OUTLINED IN THE PRIVACY POLICY BUT DISCLAIMS ALL OBLIGATIONS TO IDENTIFY, MONITOR OR PROTECT PATIENT IDENTIFYING INFORMATION AS IS REQUIRED OF YOU BY FEDERAL LAW.

If you use any part of the Site or Software that requires a user name or password, you agree to provide us with complete, accurate and current registration information as prompted by the Site. You are solely responsible for maintaining the confidentiality and security of your account, password and computer and phone equipment. You agree to notify Refer.to immediately if you learn that the security of your account is compromised. Refer.to reserves the right to take any action that it deems necessary or reasonable to ensure the security of the Site, the Software or your account, including without limitation terminating your account, changing your password or requesting additional information to authorize transactions on your account. Notwithstanding the above, Refer.to may rely on the authority of anyone accessing your account or using your password. Refer.to will not be liable to you for any action or inaction of Refer.to under this “Password and Account Access” provision, any compromise of the confidentiality of your account or password, or any unauthorized access to your account or use of your password. On the other hand, you may be liable for losses incurred by Refer.to as a result of someone else using your account.

All content and copyrighted and copyrightable materials on the Site, including, without limitation, the text, graphics, pictures, videos, sound files and other files, design, compilation, Refer.to logo, and the selection, arrangement, organization and magnetic translation thereof ("Materials") are the property of Refer.to or its third-party licensors and are protected by United States and international copyright laws. Refer.to or its third-party licensors own all right, title and interest in and to the Materials, and nothing in this Agreement shall be interpreted to grant a license or ownership interest in or to the Materials. None of the Materials may be copied, in whole or in part, without express written permission by the copyright holder, and all rights are expressly reserved.

All company and product names and logos of Refer.to, including without limitation Refer.to™, the Refer.to logo, all Refer.to domain names, and all other marks and logos included on the Site (“Marks”) are registered trademarks or trademarks of Refer.to or its customers or licensors, and may not be copied, imitated or used as trademarks or otherwise, in whole or in part, without the express prior written permission of Refer.to or its customers or licensors, as applicable. All rights are expressly reserved, and nothing in this Agreement shall be interpreted to grant a license or ownership interest in or to any of the Marks.

Parties other than Refer.to may offer downloadable content and other software, products and services (collectively, “Third-Party Products”) on or through the Site or Software. Your use of any Third-Party Products that are provided on the Site will be governed by the terms and conditions of a terms of use

agreement or an end-user license agreement between you and the service or software provider (any such agreement, a "EULA"). If you choose not to accept a EULA, you must not download or use the third-party software or service. Refer.to is not a party to any such EULAs and shall not be responsible or liable for their content or any terms, conditions or obligations therein. In the event no EULA is provided for third-party software or services provided on the Site, the terms of this Agreement shall govern the use of such third-party software or services.

Except for information specifically identified as being supplied by Refer.to, Refer.to does not control or endorse any information on the Site about Third-Party Products that may be accessed on or through the Site. Refer.to is not responsible for examining or evaluating, and Refer.to does not warrant any Third-Party Products or the content of any third party Web sites or services. Refer.to does not assume any responsibility or liability for the actions, products, or services of any third parties. You must evaluate and bear all risks associated with the use of any Third-Party Products. You should carefully review their terms of use and all other third party terms.

Except to the limited extent expressly provided in this Agreement, Refer.to makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites or services accessible by hyperlink from this Site, or third-party Web sites linking to this Site. Such linked Web sites are not under the control of Refer.to and Refer.to is not responsible for the content of any such linked Web site. Refer.to is providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by Refer.to of the Web site or any information contained therein. Refer.to is not responsible or liable, directly or indirectly, for any damage or loss caused to you by or in connection with such third-party Web sites. When leaving the Refer.to Site, you should be aware that Refer.to’s terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that Web site.

You hereby represent and warrant that you have all requisite power and authority to enter into this Agreement and perform your obligations under this Agreement on behalf of yourself individually or the company you represent, as the case may be.

You hereby represent and warrant that you will comply with the terms of this Agreement and will not use the Site or Software for any purpose that is unlawful or prohibited by this Agreement. You further represent and warrant that, in using the Site and Software, you will comply with all applicable laws and regulations, including, but not limited to, those relating to patient information, taxes, wages and labor.

By creating a profile or posting user-submitted content, you represent and warrant that all content you submit on the Site or as part of the Software is authentic, accurate, complete and not misleading. You further represent and warrant that, by posting user-submitted content, you own or otherwise control all of the rights to your user-submitted content as described in this Agreement including, without limitation, all the rights necessary for you to post the user-submitted content. You also represent and warrant that, with regard to any items that contain images, photographs, or pictures, each copyright owner and each person depicted in such images, photographs or pictures has

provided consent to the use of the images as set forth in this Agreement, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such images.

You hereby release, and shall defend, indemnify, and hold harmless, Refer.to and its owners, officers, members, managers, directors, shareholders, subsidiaries, joint-ventures, partners, employees, agents, licensors, and licensees from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including without limitation all reasonable attorneys’ fees), known and unknown, arising out of (i) your use of the Software or Site; (ii) any dispute between you and any other user or users; (iii) any violation or breach of this Agreement, or (iv) the infringement by you, or any other user of your username or account, of any intellectual property or right of any person or entity.

If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

THE SITE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, REFER.TO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REFER.TO DOES NOT WARRANT THAT THE SITE, THE SOFTWARE, OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR REFER.TO’S SERVERS, OR ANY EMAIL SENT BY REFER.TO, IS ACCURATE, COMPLETE, RELIABLE, TIMELY, UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SOFTWARE IS AT YOUR SOLE RISK AND RESPONSIBILITY. REFER.TO, ON BEHALF OF ITSELF AND ITS LICENSORS AND CUSTOMERS, MAKES NO WARRANTY OF NON-INFRINGEMENT WITH RESPECT TO THE SITE, SOFTWARE, ANY CONTENT, OR ANY OTHER MATERIAL.

REFER.TO SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING FROM YOUR USE OF THE SITE OR SERVICES, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR SOFTWARE.

Without limiting the foregoing, Refer.to recommends that you not use the Site or Software during automobile driving or other activities that pose a significant risk of accident or injury if conducted while using a mobile device or computer. You acknowledge that any such use is at your sole risk.

Refer.to will not have any liability to you for usage or other charges related to any device that you use to access the Site or Software, including, without limitation, usage charges for mobile phones and devices,

tablets, car navigation systems, pagers, and other devices, whether wireless, wireline, internet-enabled or otherwise.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the disclaimers, exclusions or limitations in this Agreement may not apply to you, and you might have additional rights.

Refer.to respects the intellectual property of others. If you believe that your work has been copied and has been posted to the Site or Software in a way that constitutes copyright infringement, please send a claim to Refer.to’ Copyright Agent as follows: [ENTER SPECIFIC CONTACT INFO HERE]

The content of your claim should include the following written information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;

(b) A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Upon receiving a claim of copyright infringement, Refer.to may, at its sole discretion, immediately remove any materials that are the subject of the claim without providing prior notice to the user responsible for such materials. Refer.to may, at its sole discretion, decide to restore any removed materials depending on the specific facts of a given situation.

If you believe that your trademark, patent or other intellectual property other than copyright has been infringed by a user of the Site or Software arising out of that user’s use of the Site or Software, please provide Refer.to the following written information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;

(b) A description of the intellectual property right that you claim has been infringed, including any registration numbers;

(c) A description of where the material that you claim is infringing is located on the Site, including all information necessary for us to identify and reproduce the alleged infringement;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property right owner, its agent, or the law; and

(f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property right owner or authorized to act on the owner's behalf.

This Agreement shall commence on the date you begin using the Site or Software and shall remain in effect for the duration of such use. This Agreement may be terminated at any time by Refer.to for any reason or for no reason. If you do not agree to the terms and obligations of this Agreement, you must immediately discontinue your use of the Site or Software, and you may not use (and have no right to use) the Site or the Software unless and until you acknowledge your consent to be bound by this Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO ITS CONFLICTS OF LAW STATUTES, REGULATATIONS AND PRINCIPLES. YOU AGREE THAT ANY CLAIM OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT, THE SITE OR THE SOFTWARE WILL BE SUBJECT TO THE JURISDICTION OF THE APPLICABLE STATE OR FEDERAL COURTS LOCATED IN SPOKANE COUNTY, WASHINGTON, USA, AND YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN SUCH COURTS.

This Agreement is fully assignable by Refer.to, but it not assignable by you. Each user of the Site or Software must individually agree to this Agreement. Notwithstanding the foregoing, this agreement is binding on, and is enforceable against, any of your successors or assigns.

This Agreement constitutes the entire agreement between the Parties with regard to the subject matter contained herein. All prior or contemporaneous agreements, written or oral, between the Parties relating any subject matter covered herein, are hereby superseded by this Agreement.

The invalidity or unenforceability of any provision within this Agreement shall in no way affect the validity or enforceability of the remainder of this Agreement or any other provision hereof. If any provision is deemed to be invalid or unenforceable, an arbitrator or court, as the case may be, shall make efforts to enforce the remainder of this Agreement to the maximum extent possible.

You acknowledge that this Agreement was drafted by counsel for Refer.to. You represent that you have sought independent legal advice or have waived such right after being given adequate time to seek such advice. This Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.