Terms of service

These Terms of Service ("Terms") are a legal agreement between Reptrac LLC ("Reptrac," "we," "us," or "our") and the organization or person that uses RepTracPro ("Customer," "you," or "your"). By creating an account, signing an order form, or using the Service, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it.

RepTracPro is a field-sales and territory-relationship platform provided through our website at reptrac.com, our web application, and our mobile apps (the "Service").

1. Accounts and eligibility

You must provide accurate account information, keep your credentials secure, and are responsible for activity under your accounts. You must be at least 18 and able to form a binding contract. You are responsible for your users' compliance with these Terms.

2. The Service and license

Subject to these Terms and any order form, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription. We may update, improve, or change the Service over time. Some features described in marketing or documentation may be in development; only features made available in your account are part of the Service.

3. Customer data and your responsibilities

Your data is yours. As between the parties, you own the data you and your users enter into the Service ("Customer Data"). You grant us the limited rights needed to host, process, secure, display, and back up Customer Data in order to provide the Service.

Your responsibilities. You represent that you have all rights, permissions, and — where required — authorizations and consents to collect, enter, and use Customer Data in the Service, including any patient or prospect information. You are responsible for the accuracy and legality of Customer Data, for configuring access and permissions, and for your users' conduct.

HIPAA workflow. If you are subject to HIPAA, you are responsible for your own compliance when using the Service — including determining what information is appropriate to enter, obtaining any required patient authorizations, training your users, and managing access. The Service is a tool to support your workflow; it does not make you HIPAA-compliant on its own.

4. HIPAA and Business Associate Agreement

Where your use of the Service involves protected health information ("PHI") as defined by HIPAA, you and Reptrac will enter into a Business Associate Agreement ("BAA"), and Reptrac will act as your business associate with respect to that PHI. The BAA governs each party's obligations regarding PHI and, to the extent it conflicts with these Terms or our Privacy Policy, the BAA controls for PHI. You should not enter PHI into the Service until a BAA is in place. To request a BAA, contact [email protected].

5. Acceptable use

You agree not to:

use the Service in violation of any law or third-party right, or to store data you lack the right to store;

enter PHI absent a BAA, or enter more sensitive information than your use requires;
attempt to access another customer's data, or breach or circumvent security or access controls;

reverse engineer, copy, resell, or create derivative works of the Service except as permitted by law;

interfere with or disrupt the Service, or introduce malicious code; or
use the Service to send or store unlawful, harassing, or infringing content.

6. Third-party services and integrations

The Service may interoperate with third-party services you choose to connect (for example, intake-form providers such as JotForm, or Google sign-in). Your use of those services is governed by their own terms, and we are not responsible for third-party services or for data you direct to or from them.

7. Fees

Access to the Service is provided under the pricing and payment terms set out in your order form or written agreement with us. Fees, billing frequency, and renewal terms are described there.

8. Intellectual property

We and our licensors own all right, title, and interest in the Service, including its software, design, and content (excluding Customer Data). These Terms grant you no rights except as expressly stated. If you give us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

9. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect it with reasonable care and use it only to perform under these Terms, except for information that is public, independently developed, or required to be disclosed by law.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT PROVIDE LEGAL OR COMPLIANCE ADVICE, AND THE SERVICE IS NOT A SUBSTITUTE FOR YOUR OWN HIPAA OR LEGAL COMPLIANCE PROGRAM.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA. OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain of these limitations, so some may not apply to you.

12. Indemnification

You will defend and indemnify Reptrac from third-party claims arising out of your Customer Data, your use of the Service in violation of these Terms or law, or your failure to obtain the rights or authorizations needed for the information you enter (including patient information).

13. Term, suspension, and termination

These Terms apply while you use the Service. We may suspend access for non-payment, security risk, or material breach. Either party may terminate as set out in the order form or for an uncured material breach. On termination, your right to use the Service ends; you may request export of Customer Data for 30 days, after which we may delete it, subject to any BAA and legal requirements.

14. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms, revise the "Last updated" date, and, where appropriate, provide additional notice. Your continued use after changes take effect means you accept them.

15. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas.

16. General

These Terms — together with any order form and BAA — are the entire agreement between the parties and supersede prior agreements on this subject. If any provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. Neither party is liable for delays caused by events beyond its reasonable control. Notices to us should be sent to [email protected].

Contact

Reptrac LLC 6021 Fairmont Pkwy, Suite 250 Pasadena, TX 77505 Email: [email protected]