Welcome to www.ProvenTherapy.com, online counseling and psychotherapy domain. ProvenTherapy.com is owned and operated by ProgCare Limited (“Company”). The specific features and functionality of the Site are to be determined solely by the Company and are subject to change or termination without notice. This Agreement sets and contains all of the terms and conditions between you, a Counselor/Psychotherapist (“Therapist”) and the Company. By clicking the "Yes" button and completing the registration process, a binding agreement will be executed between you and the Company. The Counselor/Psychotherapist should therefore read this Agreement carefully. If, however, you (the Counselor/Psychotherapist) do not agree to be bound by this Service Agreement click the "No" button. In such case you will not be able to register as a Counselor/Psychotherapist at ProvenTherapy.com.
YOU AGREE THAT BY USING THIS SERVICE YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
Definition of Service: ProvenTherapy.com provides a virtual platform where a Counselor/Psychotherapist may present his or her expertise and sell advice or services to interested users or clients. The Company of ProvenTherapy.com makes no representation or warranty whatsoever as to the willingness or ability of users to pay for any advice given by the Therapist. Therefore, Counselor/Psychotherapist is encouraged to verify the details and credit-worthiness of those users to whom the Counselor/Psychotherapist gives or contemplates giving advice.
Apart from acting as a connecting link between Therapists and users, ProgCare Limited has no other business relationship with any of the Therapists practising at the Site. Therapists who utilize the resources at ProvenTherapy.com in order to providing counseling supportive services are neither the staff nor the stakeholders of ProgCare Limited. Hence, Therapists who provide service will hold clinical and/or legal responsibilities by themselves, and ProgCare Limited will not take any responsibilities in this regard whatsoever.
Disclaimer of Warranty and Limitation of Liability
THE COUNSELOR/PSYCHOTHERAPIST ACKNOWLEDGES AND AGREES THAT PROVENTHERAPY.COM IS BEING PROVIDED FOR USE AS IS, AND THEREFORE THE COUNSELOR/PSYCHOTHERAPIST WILL NOT HAVE ANY PLEA, CLAIM OR DEMAND VIS-A-VIS PROVENTHERAPY.COM IN RESPECT TO PROVENTHERAPY.COM'S USERS, PROPERTIES, LIMITATIONS OR COMPATIBILITY WITH THE COUNSELOR/PSYCHOTHERAPIST’S NEEDS. THE USE OF PROVENTHERAPY.COM IS ACCORDINGLY BEING MADE AT THE THERAPIST’S SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. PROVENTHERAPY.COM EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY ITS USERS. IF A THERAPIST DECIDES TO PROVIDE HIS/HER SERVICES THROUGH THE USE OF PROVENTHERAPY.COM, THE THERAPIST MUST EXERCISE A REASONABLE STANDARD OF CARE, AT LEAST THE SAME AS THE THERAPIST WOULD IN A SIMILAR TRANSACTION NOT CONDUCTED THROUGH THE INTERNET, OR THE STANDARD OF CARE MANDATED BY HIS OR HER PROFESSION, WHICHEVER IS HIGHER. THE THERAPIST SHALL NOT HAVE ANY PLEA, CLAIM OR DEMAND AGAINST THE COMPANY OR ANY STAFF OF
OR PURCHASE OF SERVICES IS ACCORDINGLY EFFECTED AT THE THERAPIST’S SOLE AND ENTIRE RISK. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR STAFF OF PROVENTHERAPY.COM BE LIABLE TO ANY THERAPIST FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING FROM THE SERVICES OR ANY PROVISION OF THIS AGREEMENT. THE THERAPIST ACKNOWLEDGES AND AGREES THAT THE COMPANY AND STAFF OF PROVENTHERAPY.COM DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY A USER IN CONNECTION WITH PROVISION OF ANY SERVICES BY THE COUNSELOR/PSYCHOTHERAPIST (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS BY THE THERAPIST AS TO THERAPIST’S QUALIFICATIONS AND ADVICE PROVIDED BY THE THERAPIST) THROUGH PROVENTHERAPY.COM SERVICE AND THE THERAPIST AGREES TO INDEMNIFY AND HOLD PROVENTHERAPY.COM HARMLESS IN CONNECTION WITH ANY SUCH CLAIM AND ANY DAMAGES OR EXPENSES ARISING THEREFROM. COMPANY OR STAFF OF PROVENTHERAPY.COM WILL NOT BE LIABLE FOR ENFORCING ANY AGREEMENT THAT WAS MADE BETWEEN THE THERAPIST AND A USER, INCLUDING THERAPY FEE AGREEMENT. THERAPIST WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH A USER. THERAPIST FURTHER ACKNOWLEDGES THAT HE/SHE WILL SOLELY BE RESPONSIBLE AND LIABLE FOR ANY DAMAGES TO ANY USER TO WHOM THE THERAPIST PROVIDES SERVICES AND WHERE THAT USER SUFFERS DAMAGES ARISING FROM OR CONNECTED TO SUCH SERVICES. IN THE EVENT OF A DISPUTE REGARDING ANY TRANSACTION CONDUCTED THROUGH PROVENTHERAPY.COM, THE THERAPIST HEREBY RELEASES THE COMPANY, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUB- CONTRACTORS AND AGENTS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEY'S FEES, WHICH THE THERAPIST MAY HAVE AGAINST ONE OR MORE OF THE ABOVE.
THE ADVICE OR INFORMATION YOU PROVIDE TO USERS IS FOR INFORMATIONAL PURPOSES ONLY AND CANNOT BE CONSIDERED A SUBSTITUTE FOR A FACE-TO-FACE PHYSICAL EXAMINATION OF THE USER BY A MEDICAL PROFESSIONAL. YOU WILL PROVIDE INFORMATION AND ADVICE ONLY ABOUT NON-EMERGENCY MATTERS. FOR EMERGENCY MATTERS YOU WILL INSTRUCT THE USER TO IMMEDIATELY CALL 911 OR THEIR LOCAL EMERGENCY ASSISTANCE NUMBER. IF YOU ARE A PHYSICIAN, MENTAL HEALTH PROFESSIONAL OR OTHER MEDICAL THERAPIST, YOU WILL NOT ENGAGE IN THE PRACTICE OF MEDICINE OR ENTER INTO A PHYSICIAN/PATIENT RELATIONSHIP WITH ANY USER THROUGH PROVENTHERAPY.COM.
IN ADDITION, YOU AGREE THAT YOU:
• Will not diagnose, treat, test, recommend a course of treatment, or otherwise provide or perform services that require an in-person physical examination of a user
• Will not prescribe or dispense medicines;
• Will recommend that users seek the advice of a physician who can perform an in-person physical examination when such an examination is needed;
• Will advise users that your advice is not a substitute for the advice of a physician after physical examination and that your advice is for informational purposes only;
Additional Therapist Representations and Warranties By submitting the registration form, you, the Therapist, represent, warrant and agree to the following:
• At all times you, the Therapist, will provide correct and accurate representation of skills, degrees, qualifications, background and other information as prompted by any form in ProvenTherapy.com, and will maintain and update all such information during the term of this Agreement to keep it true, accurate, current and complete. You will maintain such skills, qualifications and other information, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where you practice your profession. You shall not perform services or offer advice in any jurisdiction where you are not authorized or licensed or in good standing to do so.
• You will not provide any legal or medical advice or other advice or information which may only be lawfully rendered or provided by a licensed professional who has established a physician-patient relationship, attorney-client, or other relationship. You will not provide any medial or legal information unless you are a licensed professional in good standing in the relevant field of expertise and you abide by all relevant laws, rules and regulations, including, without limitation rules of ethics and professional responsibility.
• You will not offer or provide advice, directly or through writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities or any report or analysis concerning securities. You will not offer advice or provide any product or services related to or claiming success with lottery numbers.
• You will not misrepresent yourself or create a misleading name or listing. The aforementioned is an ongoing affirmative obligation for the Therapist to maintain and update on a regular basis.
You, the Therapist, will be solely and fully liable for all conduct, services, advice, postings and transmissions that are made under your user name and password. You represent, warrant and declare that while you are using ProvenTherapy.com as a Therapist, you will act according to the following rules:
• You, the Therapist will be solely responsible for the services provided to users and to the verification of users’ identity and other information delivered to you by users;
• As a platform where the Therapist can offer services, the Company or staff of ProvenTherapy.com is not involved in any transactions between the Therapist and users. The Company does not control the accuracy of any postings on the Site or transmissions through it by users. In addition, the Company and its staff cannot and will not make any effort to verify the identity of any of its users;
• The Therapist agrees that any information or content that Therapist posts or transmits through ProvenTherapy.com will not be considered the Therapist’s confidential information, but rather this information, whether personal in nature or not, shall be owned by ProgCare Limited. The Therapist further agrees and consents to the Therapist’s chats or transcripts, being captured in any format, controlled, processed and shared by the Company or staff of Proventherapy.com with third parties as designated solely by the Company.
• The Therapist grants ProgCare Limited an unlimited, irrevocable, royalty-free license to use, reproduce, display, edit, copy, transmit, process, control, publicly perform and create derivative works, communicate to the public or any third party any such information and content on a world-wide basis.
• The Therapist will not attempt to provide any service that he or she is not qualified to provide, even if requested so by a user. The Therapist will not answer questions from the public board in fields that are not within the Therapist’s fields of expertise;
• The Therapist will not mislead users to believe that he or she can provide a service which is outside the Therapist’s fields of expertise;
• All interactions between the Therapist and user will be billed through the Company regardless if the interaction is online or offline. The Therapist agrees to abide by the pricing terms agreed upon with users while utilizing ProvenTherapy.com;
• All contact between the Therapist, consumers and any other users who are introduced through ProvenTherapy.com platform must be conducted only through the ProvenTherapy.com platform. EXCHANGE OF PERSONAL CONTACT INFORMATION IS STRICTLY PROHIBITED. Any exchange of contact information or communication outside of ProvenTherapy.com platform, whether via personal email, phone, in person or any other means, is strictly prohibited and is a violation of this Agreement. In the event the Company suspects or determines any such unauthorized contact, ProgCare Limited reserves the right to withhold payments, levy fines, and/or suspend or terminate service in its sole and absolute discretion.
• User feedback will be posted live on the site. ProgCare Limited will adhere to strict ethical protocols in this regard. Therapist will not take any actions which may undermine, disrupt or manipulate the integrity of the user feedback (rating) system on the Site. ProgCare Limited also reserves the right to exclude, without explanation, any rating that we think may compromise the integrity of the user feedback system;
• Therapist will not interfere with or disrupt the ProvenTherapy.com site or servers or networks connected to the Site;
• Therapist will not attempt to gain unauthorized access to other computer systems or networks connected to the Site, and will not transmit "junk mail", or any unsolicited mass distribution of e-mail or bulletin board postings;
• Therapist will not transmit through the Service any unlawful, harassing, libellous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful or otherwise objectionable material of any kind. Breaching of this will result in termination of account without any warnings. Any complaints received from a user will be taken very seriously in this regard.
• Therapist will not disobey or breach this Agreement or any other applicable instructions conveyed by the Company or its staff;
• Therapist will not violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code;
• Therapist will not upload, post, e-mail, transmit or otherwise make available: (a) any information or material that infringes a third party right, especially copyright or other intellectual property rights; (b) any third party advertisements, including banner exchange services; (c) software viruses, Trojan horses, worms or any other malicious application or (d) any information or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law;
• Therapist will not impersonate any person or entity, or make any false statement regarding the Therapist’s qualification, employment, agency or affiliation with any person or entity;
• Therapist will not stalk, threaten or harass users or other Co-Therapists or invade or attempt to invade their privacy;
• Therapist will not engage in conduct that is harmful, unethical, fraudulent, deceptive or offensive;
• Therapist will not disclose any information that was provided to Therapist by a user and will use his or her best efforts to guard user's privacy; and
• Therapist agrees to comply with all applicable laws regarding use of this Site. Therapist may not use this Site to solicit the performance of any illegal activity or other activity which infringes the rights of ProgCare Limited or others. Therapist agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site
ProgCare Limited may review the Therapist’s personal profile and amend any typing or spelling errors. ProgCare Limited cannot and will not verify or examine the truthfulness or accuracy of the details in the Therapist’s personal profile, credentials, qualifications, or any of Therapist’s postings or transmissions. However, the Company may, in its absolute discretion, remove or refuse to post or transmit any content uploaded by the Therapist. Without derogating from the above, the Company may remove any content violating this Agreement. The Therapist will bear all the risks associated with the uploading and transmitting material utilizing ProvenTherapy.com, including reliance on its accuracy, reliability or legality.
Therapists Service Fees
ProgCare Limited will use reasonable efforts to process the user's credit card or PayPal for Clients' deposits made to their accounts. Following a session with a Therapist, 75% of the session fee will be credited to the Therapist’s account and the remaining 25% will be credited to the Company account as commission. The Company will process Therapists' earnings 14 days after the session date and will transfer the amount to Therapist. The Company will charge an administration and processing fee of $5 if the amount is transferred via PayPal. PayPal might charge an additional fee from Therapists who are outside Europe towards cross-border fee. ProgCare Limited reserves complete rights to amend, increase, or change the fees or commission at any stage. For cheque transfer, the processing fee will be $10. For wire transfer, the fee will be $30 if Therapist is outside European Economic Area or $10 if within EEA. Cheque transfer will be done in UK Pound Sterling only. The Company will convert the currency as per the day's market rate.
ProgCare Limited’s billing system is not error-free, and the Company or staff shall not be liable for any problems, miscalculations or malfunctions in processing Therapist Fees or other payments due to the Therapist. If the Therapist thinks that a mistake has occurred he or she must send his/her complaint to firstname.lastname@example.org within 30 days of discovery of such mistake. If for any reason the user has not paid the Fee or has paid but has later charged back such payment, no Therapist Fees will be paid to the Therapist for that transaction and if the money has already been sent to the Therapist’s account, the Therapist is required to repay this amount to the Company, and/or ProgCare Limited has the right to deduct this amount from the Therapist’s account.
24 Hours Response Policy
When a Client sends a message to a Therapist, the Therapist is expected to respond within 24 hours. The Company will de-list a Therapist who fails to respond to a Client within this time. The Company will not give a warning or advance notice before de-listing a Therapist for this reason. If a Therapist is going away for holidays or not be able to respond within 24 hours due to some valid reasons, the Therapist should contact our Admin staff and notify the same.
User Name and Password
When you, the Therapist, create and open an account with ProvenTherapy.com, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name or password. You may not use the account, username or password of someone else at any time. You will immediately notify the Company of any unauthorized use of your password, user name, e-mail or any other breach of security. ProgCare Limited encourages Therapists to change their password at least once a month.
ProgCare Limited will not be liable for any loss that you incur as a result of someone else using your account or your password, either with or without your knowledge. You may be held liable for any losses incurred by the Company due to someone else’s use of your account or password.
The Chat Software
The Chat Software, which is also called 'PT Messenger', is exclusively made for the use of Therapists providing counseling or therapy through ProvenTherapy website. Therapists agree that this software will not be shared to a third party and also will not modify in through any methods under any circumstances. PT Messenger will remain the product of ProgCare Limited.
'Approved ProvenTherapist' and 'Privileged ProvenTherapist' Badges
The 'Approved ProvenTherapist' badge or the 'Privileged ProvenTherapist' badge given to a Therapist is only to indicate that the Therapist has sought permission from the Company in order to provide service through ProvenTherapy.com. This badge does not indicate that the Company has verified Therapist's qualifications and credentials through academic or legal protocols. Hence, Therapists completely hold clinical and/or legal responsibilities in terms of representing themselves in the Site.
ProgCare Limited is the sole owner of the information collected on this Site. ProgCare Limited will not sell, share, or rent this information to others in ways different from what is disclosed in this Agreement. By consenting to this Agreement, you agree and acknowledge that the Company may collect, process, and transfer any information, private or otherwise, so long as the Company does so for the purpose for which it was collected.
In order to use ProvenTherapy.com, both users and Therapists must first complete the registration form. During registration, the Therapist is requested to furnish contact information, such as name and e-mail address. This information is used to contact the Therapist about the services on ProvenTherapy.com for which he or she has expressed interest, and is also used as Therapist's login information. Therapist is encouraged to provide additional personalized information (such as experience and qualifications), so the Company may provide a more personalized experience on the Site.
The information furnished by the Therapist during the registration process will be kept in the Company's database. ProgCare Limited will use reasonable means to protect the integrity and safety of the database. However, such means are not fault-proof and the Company will therefore not be liable for any direct, indirect, consequential or incidental damage that the Therapist may sustain due to unauthorized intrusion to the database. Therapist consents to the Company collecting and processing Therapist's personal information for normal business use by ProgCare Limited.
Therapist and user Communication
The main purpose of ProvenTherapy.com is to provide a platform for Approved ProvenTherapists to provide users with counseling/psychotherapy consultancy services that they seek. By utilizing ProvenTherapy.com Therapists and users can negotiate and enter into a contract for service. ProgCare Limited does not edit the content of communications between Therapists and users, but the Company may screen, copy, transmit and review all communications conducted by or through ProvenTherapy.com for technical support and/or in order to uphold the terms of this Agreement. Such communications are confidential, personal and private unless both the user and the Therapist agree to other distribution. All communications between Therapists and users are done through secured pages. However, unauthorized interception and monitoring through the use of spyware or malware could happen as they are becoming very common on the Internet. Hence, the Company highly recommends Therapists and Users to install powerful up-to-date anti-virus, anti-spyware and anti-malware softwares on their computers. In case of any unauthorized interception or monitoring occurs, the Company will NOT take responsibility at any circumstance.
ProvenTherapy.com Use of Data
ProgCare Limited uses IP addresses to analyze trends, administer the site, track Therapist's movements on the site, and gather broad demographic information for aggregate use. IP addresses are also linked to personally identifiable information in order to enhance the Therapist's experience when using our site. ProgCare Limited may also retain any e-mails, letters or other correspondence between Therapist and the Company to ensure quality control and the best possible service, although it has no obligation to do so.
ProgCare Limited may use the information furnished by the Therapist, as well as information that it collects regarding use patterns and transactions that are conducted through ProvenTherapy.com, in order to improve ProvenTherapy.com, to analyze statistical information regarding ProvenTherapy.com, and to furnish such statistics to third parties, including advertisers. Information furnished to third parties will not identify the Therapist personally.
ProgCare Limited may from time to time send e-mail advertisements to Therapist, whether the material is its own or is commercial information furnished by third parties. Therapist is given the opportunity to "opt-out" of having his or her information used for purposes not directly related to ProvenTherapy.com at the point where the Company asks for such information.
ProgCare Limited may use the details of transactions executed through ProvenTherapy.com for promotional and informational purposes and publish their details on ProvenTherapy.com, provided that such publication will not identify the Therapist or user in any means other than their Screen Name. If the Therapist elects to use ProvenTherapy's referral service for informing a friend about the Site, ProvenTherapy asks the Therapist for the friend's name and e-mail address. ProvenTherapy will automatically send the friend a one-time e-mail inviting them to visit the Site. ProgCare Limited stores this information for the sole purpose of sending this one-time e-mail. The friend may contact the Company to request the removal of this information from its database.
ProgCare Limited reserves the right to partner with another party to provide specific services. When the Therapist signs up for these services, the Company will share names, or other contact information that is necessary for the third party to provide these services. These parties are not allowed to use personally identifiable information except for the purpose of providing these services or as otherwise specified in the registration process for such services.
ProgCare Limited may include in ProvenTherapy.com advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals. By clicking on the advertisements, the Therapist may be shifted to a website of the advertiser or receive other messages, information or offers from the advertiser. Therapist acknowledges and agrees that ProgCare Limited is not liable for the privacy practices of advertisers or the content of their Web sites, information, messages or offers. Therapist is wholly liable for all communications with advertisers and for all transactions subsequently executed.
Modifications and Termination of ProvenTherapy.com
ProgCare Limited reserves the right to modify or discontinue, temporarily or permanently, the services in ProvenTherapy.com, with or without notice to Therapist. Therapist agrees that ProgCare Limited shall not be liable to Therapist or any third party for any modification or discontinuance to the Company's services, or for any losses or damages that may result to Therapist or his or her users from such discontinuation or interruption of service.
ProgCare Limited's services depend upon different factors such as: software, hardware and communications networks of ProvenTherapy, its contractors and suppliers. Hence, the Company cannot guarantee that ProvenTherapy.com will not be interrupted, or that it will be timely, secure or error-free.
ProgCare Limited, in its sole discretion and for any reason, may terminate Therapist's participation in ProvenTherapy.com and refuse any and all current or future use by Therapist of ProvenTherapy.com.
Termination of Account by Therapist Therapist may terminate their Agreement with ProgCare Limited at any time by sending an email from his/her registered email. ProgCare Limited shall invalidate Therapist's user name and password within thirty (30) days of receiving such notice. Notwithstanding termination, all obligations of Therapist under this Agreement relating to any activity prior to the termination date shall remain in full force and effect.
Intellectual Property ProgCare Limited is the sole owner of all the intellectual property, and in particular the copyright, trade marks, database and patents, in ProvenTherapy.com and in any software, application, graphics, text and other materials used therein, including the organization of the materials contained therein.
Therapist may not operate robots or spiders to scan ProvenTherapy.com's database. Therapist may use "deep linking" only to his or her personal Web page within ProvenTherapy.com but not to any other part thereof. Therapist may not view ProvenTherapy.com with a graphic user interface different from the one designed by the Company.
ProvenTherapy.com contains copyrighted material, trade secrets and proprietary information owned by the Company. This Agreement does not grant the Therapist any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of ProvenTherapy.com. The Therapist may not create derivative software based upon any trade secret, intellectual property or proprietary information of ProvenTherapy. Furthermore, the Therapist may not sub-license, assign or transfer, sell or make any other commercial use of his or her membership in ProvenTherapy.com.
The Therapist may not adapt or use any trademark or trade name, domain name similar to or likely to be confused with that of ProvenTherapy.com, or take any other action which infringes or impairs ProvenTherapy's trademark rights.
ProgCare Limited shall retain all ownership in and to ProvenTherapy.com and all content displayed on the ProvenTherapy.com web site including copies of data transferred or received by Therapist on the site.
ProgCare Limited grants Therapist a nonexclusive, revocable right to use the Site provided that Therapist does not copy, modify, create a derivative work of, reverse engineer, disassemble or otherwise attempt to discover any source code, or breach this Agreement.
Therapist will indemnify, defend and hold harmless ProgCare Limited, and its Directors, employees, representatives, agents and Affiliates against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against ProgCare Limited or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by Therapist according to this Agreement; (b) Therapist's provision of services to any third party, regardless of whether or not they are users of the ProgCare Limited service; or (c) any materials that Therapist has posted to ProvenTherapy.com and/or any content on Therapist's website or otherwise provided to users. Therapist represents and warrants that it maintains and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of services by Therapist, including, without limitation, professional liability insurance applicable to the legal and medical professions.
Any notice or other communication to be given hereunder will be in writing and, unless otherwise provided, given by facsimile, postpaid registered or certified mail/return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given.
Therapist shall not assign this Agreement or assign, pledge or mortgage any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of ProgCare Limited. Any purported transfer, assignment or delegation by Therapist without the appropriate prior written approval will be null and void and of no force or effect.
Modifications to this Agreement
ProgCare Limited may change this Agreement by posting modifications on the Site. Unless otherwise specified by the Company, all modifications shall be effective upon posting. Therefore, Therapist is encouraged to check the terms of this Agreement frequently. By using the service or Site after the changes become effective, Therapist agrees to be bound by such changes to the Agreement. If Therapist does not agree to the changes, Therapist may request to close his/her account, terminate access to the Site and participation in the Company's services.
Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted only in accordance with the laws of the Republic of Ireland (excluding any rules governing choice of laws) and any legal proceeding arising out this Agreement will occur exclusively in courts of the Republic of Ireland. Therapist agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Site must be filed within one (1) year after such claim or cause of action arose or be forever barred. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between the Company and Therapist with respect to the subject matter hereof, and Therapist has not relied upon any promises or representations by ProgCare Limited with respect to the subject matter except as set forth herein.
No waiver, concession, extension, representation or any alteration or addition to these Agreement or pursuant hereto will be effective unless made expressly and in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
The Therapist may report any violation of this Agreement to email@example.com. Updated November 18, 2013.