Terms and Conditions of Use

Last Modified: 3/10/2022

1. Acceptance of the Terms of Use

1.1 These terms of use are entered into by and between you (“You”) and All Practice Solutions (“Company”, “we” or “us”).  The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms and Conditions of Use”), govern your access to and use of (including, without limitation, any content, functionality and services offered on or through) https://allpracticesolutions.com/ (the “Website”), whether as a guest or a registered user.

1.2 Please carefully go through these terms and conditions (“Terms and Condition of Use”) before you decide to access the Website or avail the services made available by All Practice Solutions. These Terms and Conditions of Use constitute a legal agreement (“Agreement”) between you and All Practice Solutions in connection with your use of the Website and your use of the Services (as defined below).

1.3 This Agreement applies to those services made available by All Practice Solutions on the Website, which are offered on a subscription basis to the Users (“Services”).

1.4. The Services may change from time to time, at the sole discretion of All Practice Solutions, and the Agreement will apply to your visit to and your use of the Website to avail the Service, as well as to all information provided by you on the Website at any given point in time.

1.5. This Agreement defines the terms and conditions under which you are allowed to use the Website and describes the manner in which we shall treat your account while you are registered as a member with us. If you have any questions about any part of the Agreement, feel free to contact us at sales@allpracticesolutions.com

1.6. By downloading or accessing the Website to use the Services, you irrevocably accept all the conditions stipulated in this Agreement, the Subscription Terms of Service , as available on the Website, and agree to abide by them. This Agreement supersedes all previous oral and written terms and conditions (if any) communicated to you relating to your use of the Website to avail the Services. By availing any Service, you signify your acceptance of the terms of this Agreement.

1.7. We reserve the right to modify or terminate any portion of the Agreement for any reason and at any time, and such modifications shall be informed to you in writing. Your use of the Website following any such modification constitutes your agreement to follow and be bound by the modified Agreement. 

1.8. You acknowledge that you will be bound by this Agreement for availing any of the Services offered by us. If you do not agree with any part of the Agreement, please do not use the Website or avail any Services.

1.9. Your access to use of the Website and the Services will be solely at the discretion of All Practice Solutions.

1.10. The Agreement is published in compliance of, and is governed by the provisions of American laws. 

2. USE OF SERVICES & REGISTRATION

2.1. Subject to all terms and conditions of this Agreement, including any Additional Terms, All Practice Solutions grants User a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory to: 

(a) access and use the Services, designated on User’s Subscription Documentation solely for User’s internal business purposes, but only in accordance with this Agreement, the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, All Practice Solutions makes no representation that the Services are appropriate or available for use in locations outside the Territory, and accessing the Services from territories where their content or use is illegal is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.

2.2. User warrants that it and its employees and contractors whom User has authorized to access the Services on its behalf (“Authorized Users“): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. User may permit its Authorized Users to use theServices provided their use is for User’s benefit only and remains in compliance with this Agreement. Authorized Users shall be subject to the applicable terms and conditions of this Agreement.

2.3. User will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. User is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as User deems appropriate. Provided, however, All Practice Solutions may, in its sole discretion, suspend any Authorized User’s access to the Services. User is solely responsible for ensuring that any user IDs, passwords and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, User is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to User. 

2.4 User must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense or provide access to the All Practice Solutions Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the All Practice Solutions Technology (or any portion thereof) into, or use it with or to provide, any site, product or service; (c) use the All Practice Solutions Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the All Practice Solutions Technology (which is deemed All Practice Solutions’s Confidential Information); (e) modify or create a derivative work of the All Practice Solutions Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any All Practice Solutions Technology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to All Practice Solutions; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the All Practice Solutions Technology other than as specifically permitted above; or (i) remove or obscure any proprietary or other notices contained in the All Practice Solutions Technology including in any reports or output obtained from the All Practice Solutions Technology.

2.5 User agrees and acknowledges that User is solely responsible for its compliance with applicable law and regulations and shall not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and All Practice Solutions expressly disclaims any liability for User’s non-compliance. All Practice Solutions reserves the right to suspend or terminate User’s access to the Services or the messaging feature if All Practice Solutions believes, in its discretion, that User has violated the Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including, without limitation, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit You to use the Website for your personal, non-commercial use only.  You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;

• You may store files that are automatically cached by your Web browser for display enhancement purposes;

• You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution;

• If we provide desktop, mobile or other applications for download, You may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided You agree to be bound by our end user license agreement for such applications; and

• If we provide social media features with certain content, You may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this Website;

• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or

• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this Website.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and You must, at our option, return or destroy any copies of the materials You have made.  No right, title or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by the Company.  Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name and all related names, logos, product and service names, designs and slogans are trademarks or registered trademarks of the Company or its affiliates or licensors. This list is not exhaustive and the absence of a mark from this list should not be viewed as a waiver by the Company of any of its rights concerning that mark. You must not use such marks without the prior written permission of the Company.  All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use.  You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use;

• To transmit, or procure the sending of, any advertising or promotional material, including, without limitation, any “junk mail”, “chain letter” or “spam” or any other similar solicitation;

• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); and/or

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, You agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including, without limitation, their ability to engage in real time activities through the Website;

• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including, without limitation, monitoring or copying any of the material on the Website;

• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent;

• Use any device, software or routine that interferes with the proper working of the Website;

• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website;

• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; and/or

• Otherwise attempt to interfere with the proper working of the Website.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes.  We do not warrant the accuracy, completeness or usefulness of this information.  Any reliance You place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Website or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including, without limitation, materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services.  All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect the opinion of the Company.  We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

Linking to the Website and Social Media Features

You may link to our homepage, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express prior written consent.

This Website may provide certain social media features that enable You to:

• Link from your own or certain third-party websites to certain content on this Website;

• Send e-mails or other communications with certain content, or links to certain content, on this Website; and/or

• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features.  Subject to the foregoing, You must not:

• Establish a link from any website that is not owned by You;

• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site;

• Link to any part of the Website other than the homepage; and/or

• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease.  We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only.  This includes links contained in any advertisements, including, without limitation, banner advertisements and sponsored links.  We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.  If You decide to access any of the third party websites linked to this Website, You do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of Illinois in the United States.  We provide this Website for use only by persons located in the United States.  We make no claims that the Website or any of its content is accessible or appropriate outside of the United States.  Access to the Website may not be legal by certain persons or in certain countries.  If You access the Website from outside the United States, You do so on your own initiative and are responsible for compliance with local laws.

10. INDEMNIFICATION

User indemnifies and holds harmless All Practice Solutions  and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “All Practice Solutions  Entities”) from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) its unauthorized use of, or misuse of, the Services; (b) its violation of any applicable law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between User and any third party (including your Customers); (d) any demand, dispute or issue (including without limitation fee disputes) between User and its Payment Processor (as defined in the applicable Additional Terms); (e) any User Data; (f) All Practice Solutions ’s use, as contemplated in this Agreement, of any information provided to All Practice Solutions  by User or your Customers; (g) breach or alleged breach of this Agreement, including User’s Warranties and Obligations; (h) any claim of a governmental entity or other party that User has violated any law, rule, or regulation; or, (i) if applicable, alleged breach or breach of User’s obligations. User also agrees to defend the All Practice Solutions  Entities against these claims at All Practice Solutions ’s request, but All Practice Solutions  may participate in any claim through Counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event All Practice Solutions  assumes exclusive defense of such User, User agrees to cooperate with All Practice Solutions ’s defense of any such claims. User must not settle any claim without All Practice Solutions ’s prior written consent if the settlement does not fully release All Practice Solutions  from liability or would require All Practice Solutions  to admit fault, pay any amounts or take or refrain from taking any action.

11. DISCLAIMERS & WARRANTIES

11.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO SECTION 11.1 AND SECTION 12, ALL SERVICES, INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, AND WE EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, OR HAVE BEEN ADVISED OF ANY SUCH PURPOSE); (B) ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY USERS AS A RESULT OF PROVISION OR USE OF THE SERVICES AND MATERIALS PROVIDED HEREUNDER; AND (C) ANY WARRANTY OF UNINTERRUPTED, TIMELY, OR ERROR-FREE OPERATION OF ANY SERVICES. NO ADVICE OR INFORMATION, WHETHER WRITTEN, ORAL OR MULTIMEDIA, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

11.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ALL PRACTICE SOLUTIONS  ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE ALL PRACTICE SOLUTIONS  ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. ALL PRACTICE SOLUTIONS  DOES NOT PROVIDE ITS USERS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY ALL PRACTICE SOLUTIONS  TO ITS USER(S) SHALL NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.

12. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL ALL PRACTICE SOLUTIONS  OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ALL PRACTICE SOLUTIONS ’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE FIVE HUNDRED U.S. DOLLARS ($500.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 12 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 12 SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ALL PRACTICE SOLUTIONS  TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. DISPUTE RESOLUTION

This Agreement shall be governed by, and construed, and interpreted and enforced in accordance with the substantive law of the State of Illinois, U.S.A., without giving effect to its conflicts of laws provisions. The Parties will first attempt to settle all disputes arising out of this Agreement through good faith negotiation by executives of the Parties who have authority to finally settle such dispute. If the parties are unable to resolve the Claim pursuant to the goof faith negotiations referenced above (or if one of the parties refuses to participate in the negotiation or fails to respond to a complaining party’s request for negotiation), the parties may subsequently file a judicial action. The Parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies with Illinois State Courts located in Eastern Division, Chicago. 

14. GENERAL & MISCELLANEOUS PROVISIONS

14.1. This Agreement shall be governed by, and construed, and interpreted and enforced in accordance with the substantive law of the State of Illinois., without giving effect to its conflicts of laws provisions. The Parties will first attempt to settle all disputes arising out of this Agreement through good faith negotiation by executives of the Parties who have authority to finally settle such dispute. The Parties agree that non-exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within New York state courts and federal courts located in the District. Notwithstanding the foregoing, any judgement  may be enforced in any United States or foreign court, and either Party may seek injunctive relief in any United States or foreign court.

14.2. Any notice or communication to All Practice Solutions under this Agreement must be in writing. User must send any notices under this Agreement (including breach notices) to All Practice Solutions  Headquarters. All Practice Solutions  may send notices to the e-mail addresses on User’s account or, at All Practice Solutions’s option, to User’s last-known postal address. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. All Practice Solutions is not responsible for any automatic filtering User or its network provider may apply to email notifications.

14.3. Unless otherwise specified in the applicable Subscription Documentation, All Practice Solutions  may use User’s name, logo and marks to identify User as a All Practice Solutions  User on All Practice Solutions ’s website and other marketing materials.

14.4. All Practice Solutions  may use subcontractors and permit them to exercise the rights granted to All Practice Solutions  in order to provide the Services and related services under this Agreement.

14.5. Nothing in this Agreement prevents All Practice Solutions  from disclosing User Data to the extent required by law, subpoenas, or court orders, but All Practice Solutions  will use commercially reasonable efforts to notify User where permitted to do so.

14.6. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

14.7. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.

14.8. All Practice Solutions may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, shall constitute acceptance of the updated Terms. If User does not agree to the updated Terms, User will no longer have the right to use the Services. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.

14.9. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

14.10. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable, void or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.

14.11. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. User acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates.

14.12.  The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.

14.13. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the All Practice Solutions  Technology or any other subject matter covered by this Agreement. 

14.14. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.

14.15. This Agreement is governed by the laws of the State of Illinois and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state courts located in Park Ridge, Illinois or the United States District Court for the District of Illinois, and both parties submit to the personal jurisdiction of these courts. 

14.16. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.