Terms of Use

Breoot, LLC Terms of Use and Conditions

Welcome to Breoot, LLC's website. These Terms of Use and Conditions ("Terms") govern your use of the Breoot ("our") website ("Site") and mobile applications ("Applications"). Please read the terms in full before using our Site or Applications. By accepting these Terms, or by using this Site or our Applications, you agree to be legally bound by these Terms and Conditions of Use, and our Privacy Policy and Notice of Privacy Practices. If you do not agree to these terms, please do not use our Site or our Applications. We reserve the right to modify these Terms at any time without prior notice, and your use of the Site and Applications bind you to the use of the changes made. We do occasionally update these terms so please refer to them in the future.

In the event that within a period of five (5) business days after the posting on our Site or in our Mobile Applications any changes or modifications to these Terms and Conditions, you do not choose to accept such changes or modifications, you are obligated to send formal notice to Breoot within such five (5) day period, and Breoot, in its sole discretion may allow for your withdrawal of your Agreement, subject to certain withdrawal charges and fees. It is understood that any such withdrawal is at the sole discretion of Breoot without any obligation to permit such withdrawal of these Terms.

We are not a party to any agreements entered into between healthcare practitioners and patients/clients, nor is Breoot a healthcare provider.

Access to Site and Application

You will be able to access our Site by registering with us and completing a Provider or Patient/Client Participation Agreement and Authorization Form. The terms and conditions of the Participation Agreement are incorporated by reference into these Terms of Use and Conditions. Additionally, you may have to pay a yearly subscription fee, if you are a provider that chooses the Premium subscription, while other providers may not have to pay any yearly fee, if you are a provider that chooses the Freemium subscription. See section below, "Fees and Payment," for additional information.

You may only access our Applications by downloading them from third-party websites. These Terms are only applicable to the use of our Site and Applications. We do not have any control over third-party websites or applications and as such, we disclaim all liability from your use of those third-party websites and applications. You should be sure to review any third-party website’s terms of use and conditions and privacy policies when you choose to download our Applications.

Fees and Payment

Fees are made up of two (2) components:

  • (i) Setup fee & Subscription Fees, and

  • (ii) Transaction fees. Where applicable, taxes may also be charged in addition to the Fees. Transaction fees are the monthly fee payable by providers to Breoot for every patient and/or client that gains access to the provider’s Breoot Site and/or Application. The Transaction Fee payable to Breoot shall be the greater of:

    • (1) five dollars ($5.00) per patient and/or client; or

    • (2) 30% of each patient’s and/or client’s Online Access Fees. Online Access Fees are a monthly fee charged by the provider (e.g. physical therapy practice) to a patient and/or client of theirs for online access to their Breoot Site and/or Application. This includes any offsite transactions intended for patient and/or client online access to the Breoot Site and/or Application.

If you choose the Freemium subscription, there will be no setup or subscription fees associated with your use. Transaction Fees payable to Breoot shall be a percentage of each patient’s and/or client’s Online Access Fees. Online Access Fees are automatically collected by Breoot at time of purchase by patient and/or client.

If you choose the Fixed subscription; Fees are made up of two (2) components:

  • (i) Setup fee & Subscription Fees, and

  • (ii) Transaction fees. Transaction Fees are five dollars ($5.00) per Active patient and/or client per month. Transaction Fees are a monthly fee charged by Breoot to the Provider. Active patient is any User that you have invited (e.g patient or client) to have access to your Breoot site and/or Application. Patient/Client is only deactivated if the Provider physically deactivates the patient in their Breoot Site.

However, if you choose the Premium subscription there is a subscription fee associated with your use. Where applicable, providers may incur fees for additional storage and bandwidth. See section below “Storage and Bandwidth” for additional information. Fees to third party billing or fee servicing companies (e.g. Braintree, Pay Pal or others) will be the sole responsibility of the provider. Fees to third party content providing companies will be the sole responsibility of the provider. User is solely responsible for any and all state, federal and/or taxes owed on any income provider generates through use of the Breoot Site and/or Application.

If, and for so long as any payment from provider to Breoot hereunder will be overdue, Breoot reserves the right to suspend or terminate service. After thirty (30) days of termination of service Breoot may permanently delete all provider data (including but not limited to files, videos, images, articles, messages, exercises, protocols, patient and/or client information, practice information without any liability of any sort to Breoot).

We have structured your purchase of some of our services through the third party website, Braintree (a PayPal Inc. company) Inc. You are solely responsible for establishing your Braintree (a PayPal Inc. company) Inc. account and for protecting the security of your Braintree (a PayPal Inc. company) Inc. information. You should review and understand Braintree (a PayPal Inc. company) Inc.’s Privacy Policy before you purchase our services through them. Breoot is not responsible or liable for Braintree's (a PayPal Inc. company) policies whatsoever as we have no control over them.

You will be responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by the Breoot, Braintree (a PayPal Inc. company) Inc., or any other third party caused by or arising out of your breach of this agreement, and you agree to reimburse Breoot and/or Braintree (a PayPal Inc. company) Inc. for any all such liability. Breoot, its partners, or its service providers are not responsible for your activities, the activities of Braintree (a PayPal Inc. company) Inc., or other third party payment services in completing transactions.

Breoot will collect the financial information received through your purchase(s) through Braintree (a PayPal Inc. company), Inc. (e.g. credit card information, financial account information). Breoot will only collect and store such information for payment purposes. Breoot will not use it for any other purpose, and will take adequate security measures to protect the information you provide.

Storage and Bandwidth

Breoot will provide ten (10) Gbytes of on-line data storage for the files uploaded to a provider’s Breoot Site and/or Application. Storage is provided through a third party company (hosting company). If provider requires additional storage space, provider will be charged applicable additional fees. Any material downloaded or otherwise obtained through the use of the Breoot Site and/or Application is done at provider’s own discretion and risk, and Breoot shall have no responsibility for any damage to provider’s or patient’s/client’s computer system or loss of data that results from the download of any such material.

Breoot will provide a specified amount of on-line Bandwidth to provider’s Breoot Site and/or Application. Bandwidth is provided through a third party company (hosting company). If provider requires additional Bandwidth, provider will be charged applicable additional fees. Any material downloaded or otherwise obtained through the use of Breoot is done at provider's own discretion and risk, and Breoot shall have no responsibility for any damage to provider's or patient's/client's computer system or loss of data that results from the download of any such material.

Promotion

Provider agrees that Breoot may include the use of provider’s name or logos, on the Breoot Site and/or Application or printed “Provider List.” Upon received written request by provider, Breoot agrees to remove the provider’s name and/or logo within thirty (30) days or reasonably longer time, from Breoot’s Site and/or Application.

Use of Site and Application

Our Site, Applications, images, data, text, audios, videos, photographs, custom graphics, logos, button icons, descriptions and all other material provided and the collection and compilation and assembly thereof are the exclusive property of Breoot or its parent organization, and are protected by U.S. and international copyright laws

The contents of our Site or Applications may be used for informational purposes only. Any other use of such contents, including the reproduction, modification, distribution, transmission, republication, display or performance of the contents without our prior written consent is expressly forbidden.

Any other trademarks or service marks appearing anywhere on our Site or Applications are the property of their respective owners. To the extent any product name or logo does not appear with a trademark (™) does not constitute a waiver of any and all intellectual property rights that Breoot or its businesses has established in any of its products, Applications, features, or service names or logos.

You may not use, reproduce, modify, transmit, display, publish, sell, create derivative works, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any content of this Site or Applications for commercial profit or gain. Nothing in these Terms or on the Site shall be construed as conferring any intellectual property or other proprietary rights to You. You agree to observe copyright and other applicable laws and may not use the content in any manner that infringes or violates the rights of any person or entity. We hold all rights to the content on this website.

However, as a participating provider and/or practice, you may sell the content, Site and services to generate revenue from your clients and/or patients as indicated in these Terms. Providers and/or their practice have the right to use our products and/or services, but cannot reproduce or use the Site or its content as their own. Please see our Provider Participation Agreement to learn more about the use of our products and/or services as a participating provider or practice.

As a condition of your use of the Site, you will not use the Site or Applications, or any contents or services, for any purpose that is unlawful in any applicable jurisdiction where our Site or Applications are being used, or prohibited by these terms, conditions, and notices, and you agree to abide by the terms and conditions set forth in the "User Conduct" section. You may not use the Site or any Application contents or services in any manner that could damage, disable, overburden, or impair any of our equipment or interfere with any other party's use and enjoyment of the Site, Application, or any contents or services. You may not attempt to gain access to any portion of the Site, or any of its contents or services, other than those for which you are authorized.

While every effort is made to ensure the timeliness and accuracy of the Site content and services, we make no warranties either express or implied, and assume no liability or responsibility for the completeness, use, accuracy, reliability, correctness, timeliness or usefulness, of any of the results obtained from its use.

We make no representation or warranty, express or implied, with respect to the content of the Site, or links to other sites, including but not limited to accurateness, completeness, correctness, timeliness or reliability. We make no representation or warranty regarding the merchantability or fitness for a particular purpose or use with respect to any content or services whatsoever that may be accessed through this Site, or the results to be obtained from using the Site. We make no representation or warranty that the Site or content is free from defects or viruses. Your use of external links and third-party websites is at your own risk and subject to the terms and conditions of use for such links and sites.

While every effort is made to ensure that all content provided on the Site does not contain computer viruses and/or harmful materials, you should take reasonable and appropriate precautions to scan for computer viruses or otherwise protect your computer and you should ensure that you have a complete and current backup of the applicable items on your computer. We disclaim any liability for the need for services or replacing equipment or data resulting from your use of the Site. While every effort is made to ensure smooth and continuous operation, we do not warrant the Site will operate error free.

Use of Protected Health information

Our Site and Applications allow you to input your personal health information from your interactions with your health care providers, and carry out communications with your providers. Once you have transferred this information to your personal account, the use and disclosure of your personal and medical information to third parties is governed by state and federal regulations.

Any communication between patients and/or clients and their providers through the Breoot Site or Application occurs via a secure, encrypted connection and is deposited into your Breoot electronic file. However, you may receive e-mail notifications of new communications, new treatment plans, or an invitation; these e-mails are not encrypted, but will not contain any personal health information. You are responsible for timely reviewing such messages and you agree that Breoot shall not be liable for any loss, injury, illness, damages, or claims of any kind resulting from your failure to timely read any Breoot generated messages.

Posting of information to your Breoot account is done at the sole discretion of Breoot, including the posting of any messages sent or received via Breoot to your electronic file. You agree not to upload or transmit any communications or content of any kind that infringes or violates any rights of any party. You agree not to post materials that are unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person entity, as determined in Breoot’s sole discretion.

Site Uptime

We take all reasonable steps to ensure that our Site and Applications are available 24 hours every day, 365 days per year. However, websites and mobile Applications do sometimes encounter downtime due to server and other technical issues. Therefore, we will not be liable if this Site is unavailable at any time.

Our Site and/or Applications may be temporarily unavailable due to issues such as system failure, maintenance or repair, or for reasons beyond our control. Where possible, we will try to give our users advance warning of maintenance issues, but shall not be obliged to do so.

User Conduct

Any material you send or post to our Site shall be considered non-proprietary and nonconfidential. We do not collect or store any personally identifiable information about you while using our Site but please do not send any such information to us. See also our Privacy Policy and Notice of Privacy Practices.

When using our Site and Applications, you shall not post or send to or from either the Site or Application:

  • content for which you have not obtained all necessary consents;

  • content that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offense, give rise to a civil liability, or otherwise is contrary to the law in any applicable jurisdiction where our Site or Applications are being used;

  • content which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

We will fully cooperate with any law enforcement authorities or court order requiring us to disclose the identity or other details or any person posting materials to our Site or Applications in breach of the this Section.

You shall not use our Site or Applications while distracted or preoccupied, such as when operating a motor vehicle. You should access our Site and Applications only with due regard for your own safety and the safety of others.

You shall not use our products or services in any manner associated with the transmission, distribution and delivery of spam. Any provider or patient/client found to be using our products for sending unsolicited commercial e-mail (spam) may be found in violation of these Terms and Conditions. Consequences for violation of these Terms and Conditions include immediate account termination as well as liability for civil, criminal or administrative penalties and damages.

Links to and from Third Party Websites and Applications

Any links furnished on our Site or Applications may allow you to leave our Site or Applications. These third party websites and Applications are not under our control and we disclaim any responsibility for the contents of such linked sites or any link(s) contained in any such linked site(s) or any changes or updates to any of these sites. We further disclaim any responsibility for any form of transmission received from any linked third party website, application or advertising. We provide these links to you as a convenience to you and inclusion of any link herein shall in no way be construed as an endorsement by us of the site(s) or Applications.

If you would like to link to our Site or Application, you may only do so on the basis that you link to, but do not replicate, any page of our Site or portions of our Applications, and subject to the following conditions:

  • 1. you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us;

  • 2. you do not misrepresent your relationship with us or present any false information

    about us;
  • 3. you do not link from a website that is not owned by you; and

  • 4. your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law of the United States of America.

If you choose to link our website in breach of this Section, you shall fully indemnify us for any loss or damage suffered as a result of your actions.

Disclaimers

All information on our Site and Applications is of a general nature and is furnished for your knowledge and understanding and as an educational resource only. The documents and any related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information contained on our Site and Applications. We may make improvements and/or changes to any of the products depicted or described herein at any time. We expressly disclaim any responsibility or liability for any adverse consequences or damages resulting from your use of the Site or the Applications or reliance on the information from either.

YOU ACKNOWLEDGE THAT THE INFORMATION ON OUR SITE AND APPLICATIONS IS PROVIDED “AS IS” FOR GENERAL INFORMATION ONLY AND IT IS NOT INTENDED, OR TO BE CONSTRUED, AS MEDICAL ADVICE, DIAGNOSIS AND TREATMENT, AND IS NOT A SUBSTITUTE FOR CONSULTATIONS WITH QUALIFIED HEALTH PROFESSIONALS WHO ARE FAMILIAR WITH YOUR INDIVIDUAL MEDICAL NEEDS.

THE SITE AND APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO ANY PRODUCTS, INFORMATION OR SERVICE PROVIDED THROUGH THIS SITE OR THE APPLICATIONS, INCLUDING, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, OR IN ELECTRONIC FORM.

Limitation of Liability

YOUR USE OF OUR SITE AND APPLICATIONS IS ENTIRELY AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE TO YOU OR TO ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES OR INJURY YOU MAY INCUR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE PRODUCTS OR APPLICATIONS, OR YOUR RELIANCE ON OR USE OF THE SITE, THE APPLICATIONS, THE INFORMATION, OR SERVICES PROVIDED, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR ANY FAILURE OF PERFORMANCE, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON OUR SITE OR APPLICATIONS, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF WE HAVE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

We shall not be liable for any delay or failure in performance of our duties hereunder due to force majeure, which shall include without limitation acts of God, earthquake, hurricane, labor disputes, changes in law, regulation or government policy, riots, war, acts of terrorism, fire, epidemics, acts or omissions of third party vendors or suppliers, equipment failures, third party transportation difficulties, or any other occurrences which are beyond Breoot’s reasonable control.

Indemnification

You agree to defend, indemnify, and hold us, our officers, directors, employees, volunteers, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your use of and access to the site or your violation of these Terms and Conditions or your violation of any third party right, including without limitation any trademark, copyright or other proprietary or privacy right.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You.

Applicable Law

We make no representations that the content or the Site or the Applications are appropriate or may be used or downloaded outside the United States. Access to the Site and/or the content may not be legal in certain countries outside the United States. If you access the Site or Applications from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the website.

Our Site and Applications are created and controlled by Breoot in the State of New York, United States of America. The Site and Applications, and their contents, and any disputes arising therefrom shall be construed and interpreted under the laws of the State of New York and applicable United States federal laws. Use of our Site and Applications constitutes agreement of the user to the jurisdiction of the state and federal courts located therein.

Our Site and Applications are subject to the United States export control laws and regulations, and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import of any data on our Site or through our Applications, as may be required.

General

These Terms and Conditions, together with the Privacy Policy and Notice of Privacy Practices, the Participation Agreement, the Business Associate Agreement, and any legal notices published by us on the Site or Applications, shall constitute the entire agreement between us concerning use of the Site and Applications. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR APPLICATIONS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Our Contact Information

Breoot, LLC
200 East 90th Street
Suite 17H
New York, NY 10128

Our Promises

Generate New Revenue

BREOOT is ecommerce-enabled, which means you’ll be able to collect payments from your patients for access to their prevention programs.

Get more patient visits

We integrate many patient engagement and retention features that encourage your patients to make follow appointments.

Improve patient health

Many studies have shown that prevention programs improve patient health.

Pre-loaded programs

Access to BREOOT extensive library of prevention and life style intervention programs.

Seamless experience

Patients access their programs from your self branded portal through your website.