Terms and Conditions

Version Date: November 11, 2021

Vital Interaction, LLC

These Terms and Conditions are entered into between Customer and Vital Interaction, LLC (“Vital Interaction”). As used in these Terms and Conditions, the pronouns “we,” “us,” and “our” refer to Vital Interaction, and the pronouns “you” and “your” refer to Customer. To be eligible to use any of the Services (as defined below), you must review and accept these Terms and Conditions by checking “I have reviewed and accept the above agreements” and clicking on the “Accept” button or other mechanism provided. By checking “I have reviewed and accept the above agreements” and clicking on the “Accept” button, you agree to be bound by these Terms and Conditions and have entered into a binding agreement between you and Vital Interaction. If you are using the Services on behalf of an entity or organization, you are agreeing to these Terms and Conditions for that entity or organization and promising that you have the authority to bind that entity or organization to these Terms and Conditions. In that case, “you” and “your” will refer to that entity or organization. These Terms and Conditions collectively with any and any sales or work order entered into by the parties are referred to herein as the “Terms and Conditions”.

1. Applicability and Scope of these Terms and Conditions
   1.1 These Terms and Conditions govern your access and use of the software provided or made available by Vital Interaction (the “Software”) and the systems, hardware, servers, and administrative and other services provided or made available by Vital Interaction to facilitate your use of the Software (the “Associated Items”) (collectively, the Software and the Associated Items are referred to herein as the “Services”).
   1.2 You agree to be bound by these Terms and Conditions with respect to all of the Services. Your authorization to access and use any Services is conditioned on your acceptance of and compliance with these Terms and Conditions. You may use the Services only in compliance with these Terms and Conditions and only if you have the capacity and authority to form a contract with Vital Interaction and are not barred under any applicable laws from doing so.
   1.3 Vital Interaction does not provide warranties for the Services.
   1.4 You may use the Services solely in strict compliance with these Terms and Conditions and all applicable laws.

2. Account.
   2.1 Only you may use the Services and your account. You must keep your account information confidential and not authorize any third party to access or use the Services on your behalf, unless we provide an approved mechanism for such use. You must contact us immediately if you suspect misuse of your account or any security breach related to the Services. You are responsible for all activities that take place with your account. Vital Interaction will not be liable for any loss or damage arising from any unauthorized use of your account or the Service.
   2.2 You must immediately notify Vital Interaction in writing of any unauthorized use of any of the Services that comes to your attention. In the event of any such unauthorized use by any third party, you will take all steps necessary to terminate such unauthorized use. You will provide Vital Interaction with such cooperation and assistance related to any such unauthorized use as Vital Interaction may request.
   2.3 We reserve the right to temporarily suspend or terminate your access to the Services at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Services for the actual or suspected violation of these Terms and Conditions, for the use of the Services in a manner that may cause Vital Interaction to have legal liability or may disrupt others’ use of the Services, for the suspicion or detection of any malicious code, virus, or other harmful code, for scheduled downtime or recurring downtime, or for unplanned technical problems and outages. If, in Vital Interaction’s determination, the suspension might be indefinite and/or Vital Interaction has elected to terminate your access to the Services, Vital Interaction will use commercially reasonable efforts to notify you. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to the Services.

3. The Tools.
   3.1 Any practice protocols and tools that you may be provided access to in connection with the Service (each, a “Tool” and collectively, the “Tools”) have not necessarily been created, designed, or developed by Vital Interaction. In most cases, we are merely providing access to them. The decision to use any Tool is your decision, not our decision. Vital Interaction assumes no responsibility or liability for any Tool, any result of any Tool, or any action taken or not taken as a result of or in connection with any Tool or any result of any Tool and the Tools are provided “AS-IS” without warranties of any kind.
   3.2 The Tools are not intended to replicate in any way, or be a substitute for, formal medical evaluation or expertise. The Tools are merely intended to be practice resources. Vital Interaction provides no warranty that any Tool will guarantee any certain result.
   3.3 Neither you nor any of your service providers (including, but not limited to, employees and independent contractors), agents, or representatives may rely in any way on any results or other information obtained from or by any Tool. Neither Vital Interaction nor any of its governing persons, officers, owners, service providers, affiliates, agents, or representatives shall be liable to any person for or in connection with any action taken or not taken as a result of or in connection with any Tool or any result of any Tool.
   3.4 You will be solely responsible for use of any Tools provided or accessed in connection with the Services. You must ensure that your use of any Tools provided or accessed in connection with the Services complies with these Terms and Conditions and all applicable laws and regulations.

4. Billing and Payment Methods.
   4.1 We will bill you according to the fees and billing cycle disclosed to you at the time of purchase or defined in any sales or work order entered into by the parties.
   4.2 All fees must be paid via credit card or recurring ACH transfer.
   4.3 At all times, the fees for the Services exclude all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges (for example, sales or use tax, data charges and currency exchange settlements). You will pay all fees in United States dollars.
   4.4 You must keep all information in your billing account current. We require payment in advance for the Services to be provided. You retain the responsibility for settling all outstanding balances in a timely manner.
   4.5 Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of three percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your access to the Services if you fail to pay in full on time.

5. Use of the Services.
   5.1 You must not use the Services to harm others or the Services. For example, you must not use the Services to harm, threaten, or harass another person, organization, or Vital Interaction and/or to build a similar service or website. You must not: (A) damage, disable, overburden, or impair the Services (or any network connected to the Services); (B) resell or redistribute the Services or any part of them; (C) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; or (D) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Vital Interaction) to access or use the Services. In addition, you promise that you will not and will not encourage or assist any third party to: (A) modify, alter, tamper with, repair, or otherwise create derivative works of any component of the Service; (B) reverse engineer, disassemble, or decompile the software used to provide or access the Services, including the Software, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so and if applicable laws, the results thereof shall be deemed Vital Interaction confidential information; (C) use the Services in any manner or for any purpose other than as expressly permitted by these Terms and Conditions, any user guides, or any other policy, instruction, or terms applicable to the Services; (D) sell, lend, rent, resell, lease, sublicense, or otherwise transfer any of the rights granted to you with respect to the Services to any third party; (E) remove, obscure, or alter any proprietary rights notice pertaining to the Services; (F) access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas; (G) use the Services in connection with any situation in which the failure of the Services could lead to death, personal injury, or property or environmental damage; (H) interfere with or disrupt servers or networks used by Vital Interaction to provide the Services or used by other users to access the Services, violate any third-party regulations, policies, or procedures of such servers or networks, or harass or interfere with another user’s full use and enjoyment of the Software or the Services; (I) access or attempt to access Vital Interaction’s other customer accounts, computer systems, or networks not covered by these Terms and Conditions, through password mining or any other means; (J) cause, in Vital Interaction’s sole discretion, inordinate burden on the Services or Vital Interaction’s system resources or capacity; or (K) share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Services.
   5.2 Vital Interaction reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates, or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop a component of the Services altogether.
   5.3 All transactions using the Services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third-party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Vital Interaction is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Vital Interaction shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between you and any such third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible.
   5.4 As between Vital Interaction and you, Vital Interaction or its licensors own and reserve all right, title, and interest in and to the Services and all hardware, software, and other items used to provide the Services, other than the rights explicitly granted to you to use the Services in accordance with these Terms and Conditions. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms and Conditions. All rights not explicitly granted to you are reserved by Vital Interaction.
   5.5 Unless otherwise provided in a sales or work order or other agreement entered into by the parties , (a) Services are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
   5.6 Unless otherwise provided in a sales or work order or other agreement entered into by the parties, either party may terminate the Services without cause upon thirty (30) days written notice. Termination of the Services shall be effective at the end of the month following the date of notification of termination.
6. Software.
   6.1 The Software is provided to you on a license basis; it is not being sold to you. You have no right in or to the Software after your relationship with Vital Interaction terminates. Unless we notify you otherwise, the Software license ends when the period of your access to the Services terminates. You must then promptly uninstall the Software; if you fail to uninstall it, we may disable the Software. You must not work around, or attempt to work around, any technical limitations in the Software.
   6.2 YOU AGREE TO INDEMNIFY VITAL INTERACTION FROM ANY THIRD PARTY CLAIMS ARISING FROM YOUR USE OF THE SERVICES OR FROM YOUR ACCESSING THE SOFTWARE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CLAIM RELATED TO YOUR UNAUTHORIZED USE OR ACCESS OF THE SOFTWARE IN CONTRAVENTION OF ANY LICENSING OR USE AGREEMENT ENTERED INTO BY VITAL INTERACTION TO OBTAIN ANY RIGHT OF VITAL INTERACTION TO LICENSE, USE, OR ACCESS THE SOFTWARE.
   6.3 The Software is subject to certain U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or the Services without U.S. government permission to anyone on U.S. government exclusion lists. You represent and warrant that you are not on any such exclusion lists or under the control of, or an agent for, anyone on such lists.
   6.4 Your access to and use of the Services may be recorded electronically, and your access and use may be audited by Vital Interaction at any time on a random basis or for cause. You hereby consent to having all or any part of your use of and access to the Services recorded, audited, or reviewed at any time.
   6.5 You represent and warrant that your use of the Services complies with the Telephone Consumer Protection Act (“TCPA”), the rules and orders promulgated thereunder by the Federal Communications Commission (“FCC”) and other applicable federal and state laws related to your SMS or text messages or emails. You are responsible for ensuring any appropriate consents are obtained, disclosures made, or laws complied with, in connection with SMS or text messages or emails through the Services. You shall indemnify and hold harmless Vital Interaction for all losses and damages from third party claims arising from or related to the TCPA or the SMS or text messages or emails through the Services.
   6.6 You authorize Vital Interaction to submit your information to the Campaign Registry, an industry organization concerning Application-to-Person 10 Digit Long Code (10DLC) messaging campaigns, as necessary for the services related to 10DLC. You understand that the Campaign Registry may contact you to verify you are working with Vital Interaction. You understand that the 10DLC requirements may evolve and additional information or changes may be needed to adapt to them in the future.
7. Privacy.
   7.1 In order to operate and provide the Services, we collect certain information about you. As part of the Services, we may also automatically upload information about your computer or device, your use of the Services, and the performance of the Services. You acknowledge and agree that we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Vital Interaction or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Vital Interaction employees, customers, or the public.
   7.2 We retain the right to block or otherwise prevent delivery of any type of file, email, or other communication to or from the Services as part of our efforts to protect the Services, protect our customers, or stop you from breaching these Terms and Conditions. The technology or other means we use may hinder or break your use of the Services.
   7.3 Customer has entered into a Business Associate Agreement which contemporaneously herewith provides for the rights, duties, and obligations of Customer and Vital Interaction regarding certain federal regulations governing protected health information.
   7.4 Vital Interaction may aggregate de-identified Customer data with the data of other Vital Interaction customers and analyze identity-free information and user behavior data including use of aggregate data to (i) help develop new features of the Service; (ii) recommend areas for examination or improvement; (iii) train algorithms; and (iv) analyze, compare, and benchmark data. To the extent that use of the data gathered by Vital Interaction would require a license, Customer hereby automatically and forever grants such license to Vital Interaction.
8. No Warranty. VITAL INTERACTION PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VITAL INTERACTION MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; ANY WARRANTY THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN ANY JURISDICTIONS THAT DO NOT ALLOW ONE OR MORE OF THE FOREGOING EXCLUSIONS, SUCH DISALLOWED EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VITAL INTERACTION OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE, OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, OR NEGLIGENCE, EVEN IF VITAL INTERACTION HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF Vital Interaction AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS RELATING TO THE SERVICES WILL BE LIMITED TO $500 AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES. IN ANY JURISDICTIONS THAT DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

10. INDEMNIFICATION. YOU ARE RESPONSIBLE FOR ANY BREACH OF THESE TERMS AND CONDITIONS, WHETHER BY YOU OR YOUR AGENTS, REPRESENTATIVES, OR EMPLOYEES. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD VITAL INTERACTION AND ITS AGENTS, REPRESENTATIVES, AND EMPLOYEES HARMLESS FROM ALL DAMAGES, COSTS, EXPENSES, AND FEES (INCLUDING ATTORNEYS’ FEES) RESULTING FROM SUCH BREACH.

11. Governing Law; Location for Resolving Disputes. The laws of the State of Delaware govern the interpretation of these Terms and Conditions and apply to claims for breach of these Terms and Conditions, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms and Conditions the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Wilmington, Delaware, USA, for all disputes arising out of or relating to these Terms and Conditions.

12. Notices. We may send you, in electronic form, information about the Services, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Services or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must stop using the Services. You may provide legal noticed to us via email to admin@vitalinteraction.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: 2028 E Ben White Blvd, Ste 240 #2535 Austin TX 78741. Any such notice, in either case, must specifically reference that it is a notice given under these Terms and Conditions.

13. Miscellaneous.
    13.1 Severability; Entire Agreement. These Terms and Conditions apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce certain terms of these Terms and Conditions as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms and Conditions will remain in effect. These Terms and Conditions constitute the entire agreement between you and us with respect to the specific subject matter hereof. It supersedes any prior contract or oral or written statements regarding your use of the Services.
    13.2 Assignment. We may assign, transfer, or otherwise dispose our rights and obligations under these Terms and Conditions, in whole or in part, at any time without notice.
    13.3 Independent Contractors; No Third-Party Beneficiaries. Vital Interaction and you are not legal partners or agents; instead, our relationship is that of independent contractors. These Terms and Conditions are solely for your and our benefit. It is not for the benefit of any other person, with the exception of permitted successors.
    13.4 Claims. You must bring any claim related to these Terms and Conditions or the Services within one year of the date you could first bring the claim, unless your local law requires a longer claim filing period. If a claim isn’t filed in time, the claim is permanently barred.
    13.5 Waiver. The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms and Conditions or to exercise any rights or remedies under these Terms and Conditions will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will remain in full force and effect.
    13.6 Intellectual Property Notices.
    A. All contents of the Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © Vital Interaction and/or the property of its suppliers, affiliates, or licensors. All rights are reserved.
    B. Vital Interaction may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Services. Unless we have granted you licenses to our intellectual property in these Terms and Conditions, our providing you with the Services does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved by Vital Interaction.
    C. Customer will own all right, title, and interest in and to all Customer Data. As used in these Terms and Conditions, “Customer Data” means content or other data inputted by Customer into Vital Interaction’s websites or applications, including, but not limited to, all PHI as that term is defined in the Business Associate Agreement. Customer is solely responsible for (i) providing Customer Data, (ii) verifying the accuracy and completeness of Customer Data for use in the Services, and (iii) all other materials uploaded, posted, or stored through Customer’s use of the Services. Customer represents and warrants that Customer has and will have all necessary consents, right, title, and interest in and to Customer Data and to provide Customer Data and that provision of Customer Data is and will be in compliance with all applicable laws, rules, and regulations pertaining to Customer Data. Except as otherwise set forth in the Business Associate Agreement, Vital Interaction is not responsible for Customer Data submitted through the Services.
    D. Customer hereby grants Vital Interaction a perpetual, irrevocable, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use—to the fullest extent allowable under applicable law and the Business Associate Agreement—all Customer Data provided to Vital Interaction in any way.
14. Professional Responsibility. Customer acknowledges and agrees that the professional duty to a patient in providing health care services lies solely with the health care professional providing the patient-care services. As between Vital Interaction and Customer, Customer assumes and takes full responsibility for the use of information and Customer Data through the Services in connection with the patient-care services by Customer or its service providers. Clinical information, if any, provided to or obtained from the Services is intended only as a supplement to, and not a substitute for, the knowledge, expertise, and judgment of professional personnel. Vital Interaction disclaims all liability for the use of any information provided by, and the results obtained from, the Services by professional personnel. Vital Interaction and Vital Interaction’s Affiliates, and each of their equity holders, partners, members, beneficial owners, officers, directors, managers, employees, agents, and other representatives, are not liable for the actions of Customer that may result in any liability due to malpractice or failure to warn. Vital Interaction provides no medical or other professional advice in connection with these Terms and Conditions, the Services, or the information contained therein or related thereto. Customer acknowledges and agrees that a licensed professional is responsible for independently reaching any medical or other professional judgment, and for any resulting diagnosis and treatments, notwithstanding any use of the Services or any information provided thereto or obtained therefrom.

15. Amendments. Vital Interaction may amend these Terms and Conditions from time to time as it deems necessary. These Terms and Conditions will be posted on Vital Interaction’s website. Customer’s continued use of the Services constitutes Customer’s acknowledgement of and agreement to these Terms and Conditions at any given time—thus, Customer is obligated to review these Terms and Conditions from time to time in order to ensure its compliance with the terms herein.

16. Conflicts. To the extent a term of these Terms and Conditions conflicts with a term in any sales or work order entered into by the parties, or Business Associate Agreement, the sales or work order, or Business Associate Agreement will prevail. To the extent a term of the Business Associate Agreement conflicts with a term in the main body of any sale or work order, the Business Associate Agreement will prevail.