LET’S TALK INTERACTIVE, INC. TERMS OF SERVICE
EFFECTIVE: October 01, 2021
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
These Terms only relate to the relationship between Let’s Talk Interactive, Inc. and you, and do not extend to create or govern any relationship between your clients or patients and Let’s Talk Interactive, Inc.. Your relationship with users with whom you interact and participate in sessions with using the Services (including your patients and clients) is directly between you and those patients and clients. The patients and clients will never have a physician-patient relationship with Let’s Talk Interactive, Inc.. Let’s Talk Interactive, Inc. does not practice medicine or any other similar or equivalent licensed profession and offers no medical or other equivalent professional services. Customer is solely responsible for all interactions with patients, clients and other consumers via the Services.
ACCESSING AND USING THE SERVICES CREATES A CONTRACT BETWEEN CUSTOMER AND LET'S TALK INTERACTIVE, INC. BY ACCESSING AND USING THE SERVICES, YOU REPRESENT THAT YOU (I) HAVE THE AUTHORITY TO BIND THE CUSTOMER USING LET'S TALK INTERACTIVE, INC. TO THESE TERMS, (II) HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF THESE TERMS AND (III) AGREE TO ABIDE BY AND COMPLY WITH THESE TERMS.
- ENTIRE AGREEMENT. These Terms constitutes Customer’s entire agreement with Let’s Talk Interactive, Inc., a North Carolina corporation, regarding the Services and these Terms supersede all prior agreements, discussions or writings between the parties regarding the subject matter of these Terms. The sole exception to this would be where a valid written, fully executed, non-terminated service agreement exists between Customer and Let’s Talk Interactive, Inc. (a “Written Agreement”) in respect of the Services, in which case if a provision in these Terms conflicts with any provision of the Written Agreement, the provision of the Written Agreement will control to the extent of the conflict. Subject to its terms, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
- CHANGES TO TERMS. Let’s Talk Interactive, Inc. may, in our sole discretion, update these Terms from time to time. If we do, we will post updated Terms on the Site and/or may notify you through other communications. Your continued access and use of the Services constitute your acceptance of the then-current Terms. If you do not agree with any modifications to the Terms, your only recourse is to discontinue your use of the Services. Upon changes to these Terms, Customer administrator account holders will be taken to a screen where they can review and accept the new Terms.
- YOUR RESPONSIBILITIES. You are solely responsible for the security of your username and password and the username and password of any authorized user designated to access and use your Services account. This means that you accept full liability and responsibility for your actions and the actions of any of those authorized users who may use the Services via your account with or without permission. Customer agrees to immediately notify us if you have any reason to believe that your or any of your authorized users’ usernames or passwords have been lost, compromised, or misused in any way. Let’s Talk Interactive, Inc. reserves the right to revoke or deactivate a username or password at any time. You are responsible for using the Services in accordance with these Terms and in the manner specified by Let’s Talk Interactive, Inc. in its Support Center documentation. In providing the Services, Let’s Talk Interactive, Inc. will be sending temporary account passwords and session invitations via email over the Internet. You understand that Internet email is not a secure transmission medium, and that third parties may be able to intercept, access, use or corrupt any information that you transmit over the Internet. You acknowledge and understand that all Protected Health Information (“PHI”), as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), will be safeguarded by Let’s Talk Interactive, Inc. in such a way as to comply with the requirements of HIPAA, including but not limited to strong encryption of PHI, audibility of changes to PHI, and implementation of security best efforts to safeguard PHI. For the purposes of using Let’s Talk Interactive, Inc., PHI is limited to potential content exchanged by videoconferencing participants during a Let’s Talk Interactive, Inc. videoconference, e-documents, session notes, and recordings.
- TERM AND TERMINATION.
4.1 These Terms will continue until terminated. You can cancel at any time through the Services or by sending us an email at email@example.com We may suspend or terminate your or your authorized users’ access to and use of the Services, including suspending access to or terminating your account, at our discretion, at any time.
4.2. After termination, all fees and amounts due and payable to us then outstanding will be immediately payable. Upon termination of these Terms, Customer will, and will cause its users to, cease using the Services.
4.3. Section 4.2, this Section 4.3, Section 8 (Billing and Payment), Section 11 (Third Party Links), Section 13 (Disclaimers), Section 14 (Indemnification and Waiver of Claims), Section 15 (Limitation of Liability), Section 16 (Exclusion of Damages), Section 21 (Arbitration), Section 26 (Software Copyright) and Section 27 (Copyright and Trademark) are expressly intended to survive any expiration or termination of these Terms.
- PRICING. For most accounts, applicable pricing can be viewed by any account administrator or billing manager designated by a Customer as an authorized user logging onto their account. This pricing may be modified at any time by Let’s Talk Interactive, Inc. upon providing Customer and/or Customer’s account administrators and billing managers with 30 days’ notice, by Let’s Talk Interactive, Inc. sending an e-mail, or otherwise communicating the pricing modifications to each then-active Customer authorized account administrator and billing manager. All pricing modifications are effective at the end of that 30 days’ notice period and consequently Customer agrees to pay the modified prices once they are effective unless Customer has otherwise terminated these Terms during that period.
6.1. Subject to compliance with these Terms, Let’s Talk Interactive, Inc. grants to Customer a limited, non-exclusive, non-transferable license to access and use, and allow its permitted authorized users to access and use, the Services in accordance with the per user or per device limits of the license type selected by Customer. Customer’s license cannot be resold or distributed.
6.2. Let’s Talk Interactive, Inc. accounts are licensed either per authorized user (“User License”) or per device (“Device License”). A User License permits a single named individual the right to use a Let’s Talk Interactive, Inc. application user account with either the ‘Administrator’ or ‘Session Host’ role. A Device License permits an unlimited number of individuals the right to use Customer’s account on a single, specific computer or mobile device.
6.3. USER LICENSES. User Licenses are required for all individuals with ‘Administrator’ or ‘Session Host’ role who use the Services. A single User License can only be used by an individual person within a single business organization. Any sharing of User Licenses across multiple business organizations, or any sharing of a single User License by multiple individual persons within a single business organization, is a violation of these Terms.
6.4. DEVICE LICENSES. For each Device (computer, tablet, smartphone, etc.) where the Services will be used by multiple individuals who do not possess User Licenses, a Device License is required. Each Device License may be used only on a single computer or mobile device. Each Device License is identified and represented by a ‘Device Key’ which is unique to the applicable Device License. Any usage of a single Device Key on multiple Devices, or any usage of a single Device by multiple individuals not possessing a User License, is a violation of these Terms.
6.5. FREE TRIALS. In the event Let’s Talk Interactive, Inc. has made the Services available to you free of charge under a Let’s Talk Interactive, Inc. Free Trial (the “Free Trial Services”) you hereby understand and agree that Free Trial Services are 1) time-limited; 2) not HIPAA-compliant; 3) meant for you only to evaluate the system; and, 4) not to be used in an actual clinical setting or encounter.
- GENERAL PROHIBITIONS. Customer agrees to not do, or permit any third party to do, any of the following: (a) provide information on enrollment for the Services that is untrue, inaccurate, not current, or incomplete; (b) use, display, mirror or frame the Services or any individual element within the Services without Let’s Talk Interactive, Inc.’s express written consent or as is permitted by the functionality of the Services; (c) access, tamper with, or use non-public areas of the Services or Let’s Talk Interactive, Inc.’s computer systems; (d) attempt to probe, scan or test the vulnerability of any Let’s Talk Interactive, Inc. system or network or breach any security or authentication measures; (e) avoid bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Let’s Talk Interactive, Inc. or any third party (including another customer) to protect the Services; (f) attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Let’s Talk Interactive, Inc. or other generally available third-party web browsers; (g) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (h) transmit any message or information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, or hateful; or (i) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services.
- BILLING AND PAYMENT
8.1. BILLING. During the term of these Terms, we will charge you at the end of the month for each calendar month during which you use the Services. Charges will be pro-rated for partial months of usage of the Services. We will charge the Payment Information that you provided to us if you select that method for payment via the functionality of the Services. All payments made under these Terms to Let’s Talk Interactive, Inc. will be made in U.S. dollars to an account designated by Let’s Talk Interactive, Inc. using the payment information provided by Customer upon signing up for the Services, and will be non-refundable. Let’s Talk Interactive, Inc. is permitted to suspend or terminate Customer’s access to the Services upon Customer’s failure to pay in accordance with these Terms.
8.2. CREDIT CARD. Unless other payment methods have been previously arranged, YOU AGREE THAT WE MAY CHARGE YOUR CREDIT CARD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT AT LET'S TALK INTERACTIVE, INC. THEN CURRENT FEES FOR THE SERVICES. Let’s Talk Interactive, Inc. may ask Customer to supply additional information relevant to payment of fees, including Customer’s credit card number, the expiration date of that credit card and contact information for bill processing and notification (such information, “Payment Information”). By signing up for the Services, Let’s Talk Interactive, Inc. (or its third-party payment processor) will automatically charge Customer using the Payment Information provided.
8.3. INVOICES. If agreed to by us as the method for payment, we will invoice Customer on a monthly basis using the payment information provided for Customer upon signing up for the Services. Upon receipt of an invoice from Let’s Talk Interactive, Inc., Customer will pay Let’s Talk Interactive, Inc. all amounts set forth on any such invoice no later than thirty (30) days from the date of such invoice.
8.4. COLLECTION. After the termination of the Services, you will remain liable to us for all charges under these Terms and all the costs we incur to collect these charges, including, without limitation, collection costs, attorney’s fees and court costs. You also agree to pay any additional charges or fees applied to your billing account for any reason, including but not limited to, interest and charges due to insufficient credit.
8.5. TAXES. Customer agrees to pay all taxes, including national, state, provincial, territorial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding U.S. taxes based on Let’s Talk Interactive, Inc.’s net income) unless Customer has provided Let’s Talk Interactive, Inc. with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Let’s Talk Interactive, Inc. on account thereof.
- MANAGEMENT OF YOUR DATA AND COMPUTER. Let’s Talk Interactive, Inc. cannot be held liable for unforeseen effects arising from the installation or use of our software on your computer or device.
- Data Protection
10.1 These Service Terms incorporate the Let’s Talk Interactive GDPR Data Processing Addendum (“DPA”), when the GDPR applies to your use of Let’s Talk Interactive Services to process Customer Data (as defined in the DPA). The DPA is effective as of 25 May 2018 and replaces and supersedes any previously agreed data processing addendum between you and Let’s Talk Interactive relating to the Directive 95/46/EC.
10.2 These Service Terms incorporate the Let’s Talk Interactive Supplementary DPA, when the GDPR applies to your use of Let’s Talk Interactive Services to process Customer Data.
10.3 These Service Terms incorporate the UK GDPR Addendum to the DPA, when the UK GDPR applies to your use of Let’s Talk Interactive Services to process UK Customer Data (as defined in the Let’s Talk Interactive UK GDPR Addendum).
10.4 These Service Terms incorporate the Standard Contractual Clauses between controllers and processors approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (the “SCCs”). The SCCs will only apply when: (i) the GDPR applies to your use of Let’s Talk Interactive Services to process Customer Data; and (ii) Customer Data is transferred either directly or via onward transfer, to a country outside of the European Economic Area not recognized by the European Commission as providing an adequate level of protection for personal data subject to GDPR (together a “Data Transfer”). When you are a controller (as defined in the GDPR), the Controller-to-Processor Clauses will apply to a Data Transfer.
- USE OF SERVICES. If you are using our Zoom-based Services, you agree that the Services are to be used only for interactions with other participants. You are not permitted to keep a videoconference session open while unattended.
- THIRD PARTY LINKS. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
- PRESCRIBING MEDICATION. If you are using the Services to evaluate patients for prescribing of medication, you agree that you shall practice within the scope of your medical license and that you will comply with all state and federal regulations regarding prescribing medications.
- DISCLAIMERS. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, LET'S TALK INTERACTIVE, INC. EXPLICITLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. LET'S TALK INTERACTIVE, INC. DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. Let’s Talk Interactive, Inc. does not authorize anyone to make a warranty of any kind on its behalf and you should not rely on any such statement. You are accepting the Services “as is” and you are not entitled to replacement or refund in the event of any such defect.
- INDEMNIFICATION AND WAIVER OF CLAIMS. You agree to defend, indemnify, and hold harmless Let’s Talk Interactive, Inc. from any and all third party claims, demands, suits or proceeding made or brought against Let’s Talk Interactive, Inc. and/or liability for damages related to or arising out of: (a) Customer’s use (or misuse) of the Services by Customer or its authorized users or any violation of any term of these Terms, unless the claims or causes of action arise from our gross negligence or willful misconduct, (b) any services or advice provided by Customer using the Services, including any healthcare and medical advice, or (c) any claim or demand by or on behalf of any patient or user of Customer, or a person claiming damage by virtue of any relationship with a patient or user (whether familial, financial or otherwise), regardless of the cause if such claim or demand arises for any reason whatsoever from the use or operation of the Services.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LET'S TALK INTERACTIVE, INC.’S TOTAL AGGREGATE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LET'S TALK INTERACTIVE, INC. FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM UNDER THESE TERMS.
- EXCLUSION OF DAMAGES. To the maximum extent permitted by applicable law, in no event will Let’s Talk Interactive, Inc. be liable to Customer for any special, incidental, punitive or consequential damages (including, without limitation, lost profits, loss of use, loss of data or loss of goodwill), or the costs of procuring substitute products, arising out of or in connection with these Terms or the use or performance of the Services hereunder, whether such liability arises from any claim based upon breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, and whether or not licensor has been advised of the possibility of such damage.
- GOVERNING LAW. These Terms and the relationship between Customer and Let’s Talk Interactive, Inc. shall be governed by the laws of North Carolina without regard to conflict of law provisions. Any litigation commenced pursuant to these Terms shall be brought in a court of competent jurisdiction within the State of North Carolina.
- NO WAIVER OF RIGHTS. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Let’s Talk Interactive, Inc. reserves all of its rights at law and equity to proceed against anyone who uses this Services illegally or improperly. All determinations by Let’s Talk Interactive, Inc. under these Terms and exercise of its rights are made and done in our sole and absolute discretion.
- NO THIRD PARTY BENEFICIARIES. No person or entity that is not a party to these Terms will enjoy any right, remedy, claim, liability, reimbursement, or cause of action arising out of these Terms. These Terms does not create any third party beneficiary rights.
- SEVERABILITY. If any part of these Terms is declared invalid or unenforceable by an arbitrator or court of competent jurisdiction such provision will be enforced only to the maximum extent permissible and all other parts of these Terms will remain valid and enforceable. Any such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of these Terms.
- ARBITRATION. Except with respect to claims for amounts owed for Services rendered, any and all disputes and claims between you and Let’s Talk Interactive, Inc. shall be resolved in accordance with the provisions of the North Carolina Code of Civil Procedure relating to binding arbitration and conducted by the American Arbitration Association and in accordance with their rules and procedures. All claims for Arbitration shall be submitted to and heard by the office of AAA located in San Francisco County, North Carolina. Should an evidentiary hearing be required by the Arbitrator, such hearing shall be heard in Alameda County, North Carolina. Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving Let’s Talk Interactive, Inc. and any other person or entity. Each party shall file and prosecute arbitration proceedings separately and individually in the name of Customer and Let’s Talk Interactive, Inc., and not in any representative capacity. Each party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- EXPORT COMPLIANCE. You agree to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services, and to ensure the Services are not used for any purposes prohibited by U.S. export laws. You also agree to comply with applicable local, state and federal regulations governing the locality in which the Services are used.
- ASSIGNMENT. Let’s Talk Interactive, Inc. may assign all or part of its rights or duties under these Terms without notifying you. If we do that, we have no further obligation to you. You may not assign or transfer (by operation of law or otherwise) these Terms or any right to access and use the Services without our prior written consent. Any attempt by you to assign or transfer these Terms or any rights hereunder without such consent will be null and void.
- CALEA. Let’s Talk Interactive, Inc. intends to fully comply with the Communications Assistance for Law Enforcement Act (“CALEA”). By using the Services, you hereby agree and consent to Let’s Talk Interactive, Inc.’s right to disclose the nature and content of your communications if and as required by CALEA without any further notice to you.
- FORCE MAJEURE (EVENTS BEYOND Let’s Talk Interactive, Inc.’s CONTROL). Let’s Talk Interactive, Inc. shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, riots, war, government intervention, pandemics, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties as may occur in spite of Let’s Talk Interactive, Inc.’s best efforts.
- SOFTWARE COPYRIGHT. Other than the license to access and use the Services granted to Customer, as between Customer and Let’s Talk Interactive, Inc., Let’s Talk Interactive, Inc. (and its licensors, where applicable) has and retains ownership of and all intellectual property rights to the Services. Customer acknowledges and agrees that the Services may be upgraded or updated at any time, with or without notice, during the term of these Terms. Any software used by Let’s Talk Interactive, Inc. to provide the Services and any software provided to you in conjunction with providing the Services is protected by copyright law and international treaty provisions. You may not copy or modify our software or any portion of it.
- COPYRIGHT AND TRADEMARK; COPYRIGHT INFRINGEMENT. Our Services, web site content, materials, logs, service marks and trademarks are also protected by trademark, copyright, or other intellectual property laws, and international treaty provisions. Infringement by you may result in civil or criminal prosecution.
Let’s Talk Interactive Inc. is committed to the highest standards of ethical, moral, and legal business conduct.
This section intends to provide Let’s Talk Interactive’s employees, clients, investors, partners, vendors, consultants, contractors, and other stakeholders an avenue to raise concerns of any actual or suspected violations of its code of conduct and ethics.
The concern may be raised through email at firstname.lastname@example.org or over phone number (800) 994-1356
Let’s Talk Interactive assures that such concerns would be investigated independently and fairly by designated persons / committees constituted for this purpose. It encourages all stakeholders to voice concerns at an early stage, in the right manner, without fear of discrimination or disadvantage.