Use of the Site.

Telehealer, Inc. (“Telehealer”, “we”, “us”, or “our”) operates the website located at www.telehealer.com and other related websites and mobile applications with links to these Terms of Use (collectively, the “Site”). We offer online telehealth services (the “Services”) enabling our members (“Members”) to report their health history and engage healthcare professionals (“Healthcare Professionals”) to obtain medical and healthcare services (“Healthcare Services”). By accessing and using the Site, you agree to be bound by these Terms of Use and all other terms and policies that appear on the Site. If you do not wish to be bound by any of these Terms of Use, you may not use the Site or the Services.

These Terms of Use apply to your use of the Site and Services as a Healthcare Professional. If you are a Member, please see the Member Terms of Use, which applies to your use of the Site and Services as a Member.

Healthcare Services.

Telehealer, Inc. does not practice medicine or any other licensed profession, and does not interfere with the practice of medicine or any other licensed profession by Healthcare Professionals, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither Telehealer nor any third parties who promote the Services or provide you with a link to the Services shall be liable for any professional advice you provide via the Services.  You represent and warrant that you have adequate liability insurance to cover any liability that may arise from your or your staff’s practice while using the Services.

Privacy.

Telehealer is required to comply with federal healthcare privacy and security laws and maintain safeguards to protect the security of personal information that it processes. Additionally, you agree to maintain the confidentiality, in compliance with applicable law, of the information you receive from Members through the Site or Services. Such information is generally considered confidential, except for certain legal exceptions as more fully described in our Privacy Policy. You agree to use health and other personal information of Members in accordance with all applicable laws. 

Authorized User Accounts.

When you register on the Site, you are required to create an account (“Account”) by entering your name, email address, phone number, password and certain other information collected by Telehealer (collectively “Account Information”). To create an Account, you must be of legal age to form a binding contract. If you are not of legal age to form a binding contract, you may not register for an Account. You agree that the Account Information that you provide to us at all times, including during registration and in any information you upload to the Site, will be true, accurate, current, and complete. You may not transfer or share your Account password with anyone, or create more than one Account. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. In no event and under no circumstances shall Telehealer be held liable to you for any liabilities or damages resulting from or arising out of your or your staff’s use of the Site, your use of the Account Information or your release of the Account Information to a third party. You may not use anyone else's Account at any time. Telehealer  reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Site and your Account Information.

Exclusive Use of the Services.

To the extent permitted by applicable law, during the term of these Terms of Use or while your Account is active, whichever period is shorter, you agree to not use any other online telehealth service. You acknowledge and agree that the restrictions in this Clause are reasonable under the circumstances and necessary to protect the goodwill of our business, and that monetary damages may not be a sufficient remedy for a breach of this Clause and that we may seek and are entitled to remedies such as injunctive relief and specific performance.

Access Rights.

We hereby grant to you a limited, non-exclusive, nontransferable right to access the Site and use the Services solely for your personal non-commercial use and only as permitted under these Terms of Use and any separate agreements you may have entered into with us (“Access Rights”). We reserve the right, in our sole discretion, to deny or suspend use of the Site or Services to anyone for any reason. You agree that you will not, and will not attempt to: (a) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (b) use the Site or Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Site or Services; (d) distribute viruses or other harmful computer code through the Site; or (e) otherwise use the Services or Site in any manner that exceeds the scope of use granted above. We strongly recommend that you do not use the Services on public computers. We also recommend that you do not store your Account password through your web browser or other software.

Any content you submit is your sole responsibility. Under no circumstances will we be liable in any way for such content or for any loss or damage of any kind incurred as a result of the use of any of such content. We further reserve the right to monitor, delete or modify any submitted content that it deems offensive, inappropriate, advertising, illegal, off-topic or otherwise violates this Agreement. 

We may suspend or terminate, in whole or in part, your access to the Site or Services if you violate the terms and conditions set forth in this Section.

Fees and Payment Terms.

You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable except as otherwise specified herein, (i) fees are tiered and based on usage of the platform, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) platform usage cannot be decreased during the relevant term. 

You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. By providing Telehealer with your credit card number or PayPal account and associated payment information, you agree that Telehealer is authorized to invoice your account for all fees and charges due and payable to Telehealer based on the usage of then platform and that no additional notice or consent is required. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date. We shall charge your payment card on file within 30 days of using the Services. If the credit card payment method gets rejected or should we not have one on file, we may charge you any associated processing fees in addition to the amount owed. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. 

Overdue Charges

If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future usage on payment terms shorter than those specified above. 

Taxes.

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible , we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees. 

Future Functionality.

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. 

Free Trial Period.

Telehealer may, in its sole discretion, offer, during the registration process, a one-time free trial period during which you can try out platform for 90 days from the date you register without paying any fees ("Free Trial Period").

If you participate in a Free Trial Period, you must stop using the platform by the end of the Free Trial Period to avoid incurring any charges. If you do not cancel or stop using the platform before the Free Trial Period expires, you authorize us to charge your credit card the full cost of your Plan, as described on our webpage  https://telehealer.com/product/doctors/#pricing. Your Plan will then automatically renew and continue month-to-month on a pay-as-you-go basis, unless and until you stop using Services or we terminate it. You may not receive a notice from Telehealer that your Free Trial Period is about to end or has ended.

You may terminate your participation at any time during the Free Trial Period. Upon terminating your account, you will immediately lose all access to the platform and any data or information stored within your account.

Telehealer reserves the right to modify, cancel and/or limit the Free Trial Period offer at any time.

Website Links; Third-Party Products.

WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.

WE WILL ALSO NOT BE LIABLE FOR THE OPERATION OR EFFECTIVENESS OF ANY THIRD-PARTY PRODUCT, INCLUDING ANY MEDICAL DEVICES, EVEN IF WE PROVIDE A LINK TO A WEBSITE THAT SELLS SUCH PRODUCTS.

Ownership.

The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Telehealer, 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 Site 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 Site except as generally and ordinarily permitted through the Site according to these Terms of Use. You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. You do not acquire any right, title, or interest in the Site except as expressly provided in these Terms of Use.

Trademarks.

Certain of the names, logos, and other materials displayed on the Site or in the Services may constitute trademarks, trade names, service marks or logos ("Marks") of Telehealer or other entities. You are not authorized to use any such Marks without the express written permission of Telehealer. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

Termination.

You may deactivate your Account and end your registration at any time, for any reason by deactivating your Account through the Services’ interface or sending an email to support@telehealer.com. Telehealer may suspend or terminate your use of the Site, your Account and/or registration for any reason at any time. Subject to applicable law, Telehealer reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention and/or content destruction policies. After such termination, Telehealer will have no further obligation to provide the Services.

Right to Modify.

We may at our sole discretion change, add, or delete portions of these Terms of Use at any time on a going-forward basis. Continued use of the Site and/or Services following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms of Use, inclusive of such changes.

DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TELEHEALER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION.

WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICES; (II) ANY ADVICE YOU GLEAN FROM THE SERVICES WHETHER PROVIDED BY US OR A THIRD PARTY; OR (III) ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES (INCLUDING WITHOUT LIMITATION THE ACCURACY OF ANY TRANSCRIPTS). WE DO NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY COMMUNICATION OR CONTENT. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. 

LIMITATION OF LIABILITY.

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TELEHEALER OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, PLATFORM, OR THIRD PARTY MEDICAL DEVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE.

To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

Indemnification.

You agree to indemnify, defend and hold harmless Telehealer, its officers, directors, employees, agents, subsidiaries, affiliates, licensors, and suppliers, harmless from and against any claim, actions, demands, liabilities and settlements, including without limitation reasonable legal and accounting fees (“Claims”), resulting from, or alleged to result from, your violation of these Terms of Use, or your provision of Healthcare Services.

Geographical Restrictions.

Telehealer makes no representation that all products, services and/or material described on the Site, or the Services available through the Site, are appropriate or available for use in locations outside the United States or all territories within the United States.

Licensure; Professional Obligations.

As a Health Professional using the Services, you represent and warrant that you hold professional licenses issued by the professional licensing boards in the states where you practice and advanced degrees in either medicine or psychology and have undergone postgraduate training. You agree to maintain all mandatory licenses and to notify us if your licensure status changes, and to comply with all legal obligations.

Miscellaneous.

These Terms of Use and your use of the Site shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by final and binding arbitration in Alameda County, California under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security. The parties agree to the personal and subject matter jurisdiction and venue of the courts located in Alameda County, California, for any action related to these Terms of Use.

Part or all of any provision of these Terms of Use that is illegal or unenforceable will be severed from these Terms of Use and will not affect the continued operation of the remaining provisions of these Terms of Use.  If any portion of the Clause, “Exclusive Use of the Services” of these Terms of Use is held by any court to be in any respect unreasonable, then the court so holding may enforce such reasonable restriction as the court deems necessary to protect the rights and interests of Telehealer under the circumstances.

You understand that by checking the “agree” box for these Terms of Use and/or any other forms presented to you on the Site you are agreeing to these Terms of Use and that such action constitutes a legal signature. You agree that we may send to you any privacy or other notices, disclosures, or communications regarding the Services (collectively, "Communications") through electronic means including but not limited to: (1) by e-mail, using the address that you provided to us during registration, (2) short messaging service (“SMS”) text message to the mobile number you provided us during registration, (3) push notifications on your mobile device, or (4) by posting the Communications on the Site. The delivery of any Communications from us is effective when sent by us, regardless of whether you read the Communication when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Communications by deactivating your Account. You can opt-out of future Communications through SMS text message by replying “STOP” or by calling Telehealer Member Support.

No waiver by Telehealer of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Telehealer to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Telehealer is not responsible for the internet or data bandwidth and signal of your mobile device.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. In accordance with the DMCA, Telehealer has designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Telehealer, Inc.

Please report any violations of these Terms of Use to support@telehealer.com.