PLEASE READ ALL OF THESE TERMS CAREFULLY
CALL 911 FOR EMERGENCIES: DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER AND NOTIFY THE RELEVANT AUTHORITIES. THE ZESSIO SITE DISPLAYS THE SUICIDE HOTLINE IN SEVERAL PROMINENT LOCATIONS AND HAS AN INDEX OF NATIONAL, REGIONAL AND STATE RESOURCES FOR MENTAL HEALTH EMERGENCIES WHICH WE IMPLORE ALL USERS OF THIS SITE TO USE WHEN FACED WITH A CRISIS.
ZESSIO NOT PROVIDING PROFESSIONAL ADVICE: ZESSIO IS MERELY PROVIDING A PLATFORM FOR THIRD PARTY GENERAL MENTAL HEALTH RESOURCES AND TRAINING CONTENT, AND DOES NOT PROVIDE MEDICAL, MENTAL HEALTH, OR PROFESSIONAL ADVICE OF ANY KIND. IF YOU WOULD LIKE PROFESSIONAL ADVICE CONCERNING YOUR OWN PERSON CIRCUMSTANCES, YOU SHOULD LOCATE AND MEET WITH A LICENSED AND QUALIFIED PROFESSIONAL OFFLINE (I.E. NOT USING THE WEBSITE OR SERVICES). ZESSIO IS NOT RESPONSIBLE FOR VERIFYING LICENSING OR OTHER QUALIFICATIONS OF PROVIDERS OF CONTENT AND DO NOT ENDORSE OR TAKE ANY POSITION ON ANY ADVICE OR CONTENT THAT MAY BE POSTED ON THE WEBSITE OR THROUGH THE SERVICES. YOU SHOULD ALWAYS TALK TO AN APPROPRIATELY QUALIFIED PROFESSIONAL FAMILIAR WITH YOUR OWN PERSONAL CIRCUMSTANCES FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH MEDICATIONS OR TREATMENT MAY BE APPROPRIATE, AND YOU SHOULD DO YOUR OWN DILIGENCE AND RESEARCH REGARDING ANY PROVIDER WHO ADVISES YOU. NONE OF THE CONTENT REPRESENTS OR WARRANTS THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. ZESSIO DOES NOT ENDORSE ANY SPECIFIC MEDICATIONS, TREATMENTS, OR ADVICE.
NO EXPECTATION OF CONFIDENTIALITY OR PRIVACY: THE ZESSIO WEBSITE AND SERVICES ARE OPEN PUBLIC FORUMS. USERS OF THE ZESSIO WEBSITE AND SERVICES SHOULD NOT HAVE ANY EXPECTATION OF CONFIDENTIALITY OR PRIVACY WITH RESPECT TO ANY PERSONAL HEALTH OR OTHER INFORMATION SHARED ON OR THROUGH THE WEBSITE OR SERVICE. ZESSIO IS MERELY PROVIDING A PLATFORM FOR THIRD PARTY GENERAL MENTAL HEALTH RESOURCES AND TRAINING CONTENT. IF YOU WOULD LIKE ADVICE AND TO PRESERVE CONFIDENTIALITY, YOU SHOULD LOCATE AND MEET WITH A LICENSED AND QUALIFIED PROFESSIONAL OFFLINE (I.E. NOT USING THE WEBSITE OR SERVICES) AND YOU SHOULD NOT SHARE ANY INFORMATION ON OR THROUGH THE WEBSITE OR SERVICES THAT YOU WANT TO KEEP CONFIDENTIAL OR PRIVATE. INFORMATION SHARED ON OR THROUGH THE WEBSITE OR SERVICES (INCLUDING INFORMATION THAT WOULD OTHERWISE BE PROTECTED HEALTH INFORMATION IF PRIVATELY SHARED WITH A PROVIDER) WILL NOT BE CONFIDENTIAL OR OTHERWISE SUBJECT TO ANY PRIVACY PROTECTIONS OR RESTRICTIONS, AND ANY RIGHTS TO CONFIDENTIALITY OR PRIVACY WITH RESPECT TO SUCH INFORMATION SHARED ON OR THROUGH THE WEBSITE OR SERVICES (INCLUDING RIGHTS UNDER HIPAA AND OTHER LAW) ARE WAIVED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
RESPONSIBILITY OF PROFESSIONALS USING ZESSIO: USERS WHO ARE PROFESSIONALS SHALL COMPLY WITH ALL APPLICABLE LAWS, ETHICAL RULES, AND STANDARDS OF CARE, IN USING THE WEBSITE AND SERVICE, INCLUDING IN USING ZESSIONS AND PUBLISHING CONTENT, AND OTHERWISE IN PROVIDING ADVICE OR INTERACTING WITH ACTUAL OR POTENTIAL PATIENTS/CLIENTS OR OTHER THIRD PARTIES ON OR VIA THE WEBSITE OR SERVICE. WITHOUT LIMITING THE FOREGOING, USERS WHO ARE PROFESSIONALS (NOT ZESSIO) WILL BE SOLELY RESPONSIBLE FOR OBTAINING INFORMED CONSENT FROM THAT PROFESSION’S ACTUAL OR POTENTIAL CLIENTS/PATIENTS.
THESE TERMS ARE BINDING: PLEASE CAREFULLY READ THESE TERMS OF SERVICE (AS THEY MAY BE AMENDED, THESE “TERMS” OR THIS “AGREEMENT”). BY ACCESSING OR IN ANY WAY USING THE WEBSITE, SOFTWARE, OR SERVICES, INCLUDING ZESSIONS, OR BY OTHERWISE SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OR DO NOT HAVE THE AUTHORITY OR CAPACITY TO AGREE TO ALL OF THESE TERMS, YOU ARE PROHIBITED FROM AND SHALL NOT ACCESS OR IN ANY WAY USE THE WEBSITE, SOFTWARE, OR SERVICES. THESE TERMS CONTAIN IMPORTANT LEGAL PROVISIONS CONCERNING, AMONG OTHER THINGS, LICENSES, OWNERSHIP OF INTELLECTUAL PROPERTY, DISCLAIMERS OR REPRESENTATIONS AND WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND DISPUTE RESOLUTION.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION AND JURY WAIVERS: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER, WHICH ARE SET FORTH BELOW AND AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US.
These Terms are a binding contract between each User (as defined below) (also referred to herein as “You” “you”, “your” or “Your”) and Zessio, LLC (referred to herein as “Zessio” or “Us” or “We”). These Terms shall govern Your use of the Website and Service, and Your rights and obligations with respect to User Data and Intellectual Property Rights, as well as your creation of an account through which you will access the Service (hereinafter an “Account”) for use in connection with the Service. By accessing, using, subscribing, purchasing, or downloading the Website or Service, or any goods, materials, or content from the Website, you agree to, and ensure that all who access the Website and Service through your account, follow and be bound by these Terms and any other terms and conditions embodied in any other agreements you enter into with Us. No person is permitted to access or use the Website or the Service unless they agree to be bound by all of these Terms.
These Terms apply to your access to and use of the Service and Website, including all transactions made on or through the Website or Service. Each User manifests agreement to these Terms by any act demonstrating your assent thereto, including clicking any button containing the words “I agree”, “Start my free trial”, “Join my team”, “Create my account” or similar syntax, by establishing an Account, or by accessing or using the Website or Service in any other way, whether you have read these Terms or not. By clicking any such button or otherwise indicating your assent, you agree to these Terms. You should print a copy of these Terms for your business and personal records.
These Terms may be modified by Zessio from time to time. By continuing to access or use the Website or Service after the effective date of any such change, you agree to be bound by the modified Terms.
- “Content” means any content in any format, including videos, photos, audio, writings, etc., which is available on the Website or through the Service.
- “Dispute” will have the broadest meaning possible and means any dispute, action, or other controversy between you and/or any other User, on the one hand, and Zessio, on the other hand, relating in any way to the Website, Service or these Terms or the transactions contemplated by or subject matter of these Terms.
- “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act and their implementing regulations as amended from time to time.
- “Intellectual Property Rights” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.
- “Protected Health Information” or “PHI” means protected health information as defined by HIPAA’s Privacy Rule found at 45 C.F.R. §160.103.
- “Servers” are computers or devices that host the Website and any Service.
- “Service” means Zessio’s technology and software platforms available on the Websites and any affiliated sub-domains and mobile applications and sites, Software, and Servers, including, without limitation, Zessions, which are part of the “Service” whether or not stated separately within these Terms, when made available by Zessio.
- “Software” or “Zessio Software” is the software provided to you by Zessio and/or its suppliers under license or with respect to which you have access, in connection with the Service.
- “Payment Processing Services” are services that enable the acceptance of payments, management of subscriptions, and performance transaction reporting, as well as analytics and other business services.
- “User Data” means any data, information, and Content that a particular User uploads, streams, posts, or otherwise submits to the Servers, Website, or other areas of the Service, or generated or collected on your behalf from the Servers, Website, the Service or third parties, including but not limited to: video, image, and sound data; messages and communications made orally or in writing; Registration Data (defined below) and other contact and personal identification information; and any payment information and data.
- “User(s)” means any user of the Services or Website.
- “Website” means the websites and services available from the domain and sub-domains of https://Zessio.com and any other websites provided to you by Zessio, including any related or successor domains and mobile applications and sites from which Zessio may offer the Service.
- “Zessions” means the video, audio, streaming and media service available through the Service whether or not it is used for streaming of health care services.
2. Verification for Zessio.
By accepting these Terms, you represent, warrant, and agree that you are at least 18 years of age, or the legal age required for consent in the jurisdiction where you are located, and that you otherwise have full capacity and legal authority to contractually agree to these Terms, including on behalf of any applicable entity. You further agree that as a condition to accessing the Service, you will submit to account and user verification as required by Zessio, and provide only true and accurate information and documentation to Zessio or its third party service providers as may be requested by Zessio from time to time. You are responsible for the security of any account login credentials and verification information, such as user names and passwords. You agree that any Users who are under the applicable legal age for consent require their parent or legal guardian’s consent to use the Website or Service, which the User is responsible for obtaining.
3. Establishing an Account.
You may be required to establish an Account with Zessio to use the Service. You agree to provide accurate, current, and complete information about You (“Registration Data”) and to use the Account management tools provided to keep your Registration Data accurate, current and complete. Each Account will be identified by a username.
4. Responsibility for Use of Account.
You are responsible for all activities conducted through your Account and username, and you are responsible for Users to whom you grant access to your Account. In the event that fraud, violation of law, regulation or rule, or conduct that violates these Terms occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service and your Account as described below, and you may be liable to Zessio.
5. Selection and Use of Account Password.
At the time your Account is created, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any damages, claims, losses or other liabilities or harm resulting from your disclosure of your password, authorization of the disclosure of your password, or any person’s use of your password or your Account and those who gain access to your Account. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of Your password to any other person is at your own risk. You and each of those using your Account must have separate user names and passwords. Users may not share entry identifications and authentication passwords and any sharing may result in a suspension or termination of access for the User(s) and/or an increase in charges, at Zessio’s sole discretion.
6. Fees and Billing.
Zessio may charge fees and other amounts for certain Services. All prices listed will exclude all sales taxes, value added taxes, fees, use taxes, charges, duties, levies and similar governmental charges (“Sales Taxes”) imposed on the provision of the Service and all such Sales Taxes shall be borne solely by and paid by the User to Zessio and deemed to be in addition to the fees charged in connection with the Service. The User shall be responsible for all applicable Sales Taxes on Services purchased and Zessio reserves the right to collect Sales Taxes retroactively. We may, at any time, add new Services for additional fees and charges, or prospectively modify fees and charges for existing services (including prospectively charging fees for the Service not previously charged for) on notice to you. You acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Zessio and/or its payment processors continue to be valid and sufficient for such purposes. We may suspend or terminate your use and your Account’s use, as provided below, in the event of any payment delinquency. Other services are available from Zessio and the agreement with respect to those services and fees due to Zessio incorporate by reference these Terms as well as any specific terms and conditions presented to you. You will not be entitled to any refund on termination or expiration of the Agreement.
ALL PAYMENTS ARE NONREFUNDABLE. PAYMENTS MADE TO ZESSIO SHALL HAVE BEEN FULLY EARNED BY ZESSIO AS OF THE DATE OF PAYMENT. YOU WILL NOT BE ENTITLED TO ANY REFUND FOR THE PARTIAL USE OF THE SERVICE OR TO CREDITS AT ANY TIME.
7. Modification of Service.
Zessio reserves the right to add, modify, discontinue or eliminate aspect(s), features or functionality of the Service from time to time for any reason including without limitation for purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
8. Privacy and Use of Content and other User Data.
THE ZESSIO WEBSITE AND SERVICES ARE OPEN PUBLIC FORUMS. USERS OF THE ZESSIO WEBSITE AND SERVICES SHOULD NOT HAVE ANY EXPECTATION OF CONFIDENTIALITY OR PRIVACY WITH RESPECT TO ANY PERSONAL HEALTH OR OTHER INFORMATION SHARED ON OR THROUGH THE WEBSITE OR SERVICE. ZESSIO IS MERELY PROVIDING A PLATFORM FOR THIRD PARTY GENERAL MENTAL HEALTH RESOURCES AND TRAINING CONTENT. IF YOU WOULD LIKE ADVICE AND TO PRESERVE CONFIDENTIALITY, YOU SHOULD LOCATE AND MEET WITH A LICENSED AND QUALIFIED PROFESSIONAL OFFLINE (I.E. NOT USING THE WEBSITE OR SERVICES) AND YOU SHOULD NOT SHARE ANY INFORMATION ON OR THROUGH THE WEBSITE OR SERVICES THAT YOU WANT TO KEEP CONFIDENTIAL OR PRIVATE. INFORMATION SHARED ON OR THROUGH THE WEBSITE OR SERVICES (INCLUDING INFORMATION THAT WOULD OTHERWISE BE PROTECTED HEALTH INFORMATION IF PRIVATELY SHARED WITH A PROVIDER) WILL NOT BE CONFIDENTIAL OR OTHERWISE SUBJECT TO ANY PRIVACY PROTECTIONS OR RESTRICTIONS, AND ANY RIGHTS TO CONFIDENTIALITY OR PRIVACY WITH RESPECT TO SUCH INFORMATION SHARED ON OR THROUGH THE WEBSITE OR SERVICES (INCLUDING RIGHTS UNDER HIPAA AND OTHER LAW) ARE WAIVED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Zessio reserves the right, AND YOU HEREBY GRANT TO ZESSIO (AND ITS AFFILIATES) AN IRREVOCABLE, PERPETUAL, NON-EXCLUSIVE, WORLDWIDE, ROYALTY-FREE, SUBLICENSABLE, AND TRANSFERABLE LICENSE AND PERMISSION, to collect, retain, reproduce, disclose, Display, sell, prepare DERIVATIVE works of, and/or otherwise use all CONTENT AND User Data to PROVIDE THE SERVICE AND OTHERWISE, TO the maximum extent permitted by law. The license granted in this Section is referred to as the “Service Data License.” With respect to all of your Content and User Data, you agree, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Zessio to use your Content and other User Data as contemplated by Service Data License and these Terms. You also acknowledge that the Service Data License granted to Zessio will survive the termination of your Account.
You acknowledge and agree that you are responsible for all Content and User Data you and those who are using your Account provide or publish. You acknowledge and agree that Zessio is not responsible for keeping User Data confidential as provided above and that you will comply with any applicable laws and regulations, including but not limited to HIPAA, which require that you preserve the availability, accuracy, integrity, and confidentiality of PHI and personally identifiable information.
By accessing or using the Service, you consent to the processing, transfer and storage of information about you and Users in and to the United States and other countries, where Users may not have the same rights and protections as provided under local law.
9. No Responsibility for Acts of Omissions of Third Parties.
ZESSIO IS NOT RESPONSIBLE FOR ACTS OR OMISSIONS OF OTHER USERS OR OTHER THIRD PARTIES.
The Service may contain links to, or otherwise allow connections or reference to, websites, servers, and online services or environments and content of other Users or third parties that are not owned or controlled by Zessio. You agree that Zessio is not responsible or liable for the content, policies, or practices, acts, or omissions of any Users or third-parties, including their websites, servers, or online services or environments, and Zessio is not making any representations or warranties or other endorsement thereof, including as to their safety or security or their qualifications or licenses. Please consult any applicable terms and privacy policies provided by the applicable third parties and research the licenses and qualifications of all persons.
Without limiting the foregoing, the Website and Service may refer to names of certain third party service providers (“Service Providers”). Zessio does not provide advice or endorse any Service Providers. Service Providers are not owned or controlled by Zessio. You agree that Zessio is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, willful or illegal conduct. You further agree to conduct your own investigation and due diligence regarding any Service Providers, including their licensing and qualifications.
10. Payment and Billing Services.
- Zessio may conduct certain activities related to the Payment Processing Services such as communication of information about transactions and refunds, account balance adjustments, the handling of disputes (including chargebacks), as well as other features as described in the terms and any documentation of the Payment Processing Service providers.
- Certain use, recurring, or application fees may be charged to you for your use of the Payment Processing Services.
- You will comply with all terms and conditions of the applicable providers of Payment Processing Services except to the extent necessary to comply with these Terms which shall control in the event of any irreconcilable conflict.
- The Payment Processing Service provider may suspend or terminate service to you in accordance with their terms and conditions.
- Zessio may use and may share with any Payment Processing Service provider, and vice versa, all transaction, payment and other data about you and your Account, your activity on their accounts, and transactions.
- You agree that in the event that Zessio or the Payment Processing Service provider is required under applicable law to obtain your consent in order to send you tax forms, tax notices or tax returns (including informational returns such as 1099s) by e-mail or other electronic format, that you hereby provide your consent to Zessio and Payment Processing Service provider, as applicable, to send you such notices, forms and returns by e-mail or other electronic format.
11. Interruption of Service; Loss of Data.
Zessio may on occasion need to interrupt or suspend the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that Zessio is not liable for any interruption or suspension of the Service (whether intentional or not), and you understand that you will not be entitled to any refunds of fees or other compensation for interruption or suspension of service. Likewise, you agree that in the event of loss of any Content or other User Data, we will not be liable for any purported damage or harm arising therefrom.
12. Zessio’s Intellectual Property Rights and License Granted to You.
- Intellectual Property Rights. Zessio owns Intellectual Property Rights in and to the Service, including the Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “Zessio Marks”). You understand that such Intellectual Property Rights are apart from any rights you may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that Zessio and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data (but with the Service Data License and rights to use Content and User Data as provided in these Terms). Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, and in and to the Zessio Marks, are reserved by Zessio. Copyright, trademark and other laws of the United States and foreign countries shall protect the Service and the Zessio Marks.
- Limited License. Zessio hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service and Website subject to these Terms and expressly conditioned upon you and your Account remaining active, in good standing, and in full compliance with these Terms.
- You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Zessio Software, Service or Website (including mobile application) in any way; (ii) modify or make derivative works based upon the Zessio Software, Service or Website; (iii) create Internet “links” to the Website or “frame” or “mirror” the Website on any other server or wireless or Internet-based device; (iv) attempt to translate, disassemble, decompile, reverse assemble, or reverse engineer all or any part of the Zessio Software, Service or Website or otherwise attempt to derive the source code for the Software; (v) access the Zessio Software, Servers, Service or Website in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics, or (c) copy any ideas, features, functions or graphics; (vi) launch or introduce malicious or surreptitious code, or an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any code or program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Zessio Software, Servers, Service or Website or otherwise violates these Terms; or (vii) allow any person or entity not authorized by Zessio to use or access the Service through your account.
- Feedback and other Input. You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to Zessio or in the use of the Service or Website regarding Zessio Website, products or Service. You agree that Zessio will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by you and that all right title and interest in Feedback is assigned to Zessio. The foregoing grant of rights is made without any duty to account to you or to any of the foregoing persons or entities for the use of such Feedback.
13. Zessions Service.
Zessions are a solution for Users to provide Content regarding general mental health and training issues and to connect with each other remotely using video, audio, and other media capabilities. Zessions are part of the “Service” for all purposes of these Terms.
In using Zessions, the Website and/or Service you understand and agree:
- Zessio is NOT providing an emergency service. In the event of an emergency, Users must use a phone to call 911 or an emergency service.
- Zessio is not providing professional or medical advice or a “telehealth” style platform for such advice. Zessio is merely providing a general resource platform for mental health information and Content without any representations or warranties thereto.
- You will not provide or solicit any professional or medical advice via Zessions or otherwise via the Website or Service.
- You will not provide or make any false, misleading, incorrect, offensive, harassing, threatening, stalking, intimidating, disparaging, defamatory, obscene, pornographic, or illegal Content or statements using Zessions or otherwise via the Website or Service.
- You will not provide or solicit any PHI or other confidential information which is desired to be kept confidential over Zessions, the Website or Service and will admonish Users that information they share with you should not be expected to be confidential or private.
- You will not make any misrepresentations or omissions of any fact, including concerning your qualifications and licenses or the safety or efficacy or fitness for any particular purpose or patient/client of any therapy, treatment, drug, or technique.
- Engage in any illegal conduct or otherwise violate or attempt to circumvent the law (including HIPAA) or these Terms.
YOU ACKNOWLEDGE AND AGREE THAT ZESSIO IS Zessio is merely providing a general resource platform for mental health information and Content without any representations or warranties thereto. AND IS NOT PROVIDING MEDICAL ADVICE OR HEALTHCARE SERVICES. ZESSIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED – AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY – IN CONNECTION WITH ANY HEALTHCARE SERVICES, MEDICAL ADVICE, PRESCRIPTIONS OR MEDICATION RECOMMENDATIONS THAT MAY BE MADE BY ANY USERS OR THIRD PARTIES.
ADDITIONALLY, USERS WHO ARE PROFESSIONALS SHALL COMPLY WITH ALL APPLICABLE LAWS, ETHICAL RULES, AND STANDARDS OF CARE, IN USING THE WEBSITE AND SERVICE, INCLUDING IN USING ZESSIONS AND PUBLISHING CONTENT, AND OTHERWISE IN PROVIDING ADVICE OR INTERACTING WITH ACTUAL OR POTENTIAL PATIENTS/CLIENTS OR OTHER THIRD PARTIES ON OR VIA THE WEBSITE OR SERVICE. WITHOUT LIMITING THE FOREGOING, USERS WHO ARE PROFESSIONALS (NOT ZESSIO) WILL BE SOLELY RESPONSIBLE FOR OBTAINING INFORMED CONSENT FROM THAT PROFESSION’S ACTUAL OR POTENTIAL CLIENTS/PATIENTS.
14. Other Prohibited Conduct While Using the Service and Website.
Without limitating the foregoing, in connection with your use of the Service (including Zessions) and the Website, you also agree that you will not:
- In any way disclose or use any information or data, including without limitation PHI, without all necessary third party consents or in any manner that violates any law, regulation or rule, or the rights of any third party including without limitation HIPAA and Intellectual Property Rights;
- Impersonate any person or entity without their consent, or otherwise misrepresent your identity or affiliation;
- Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personally identifiable information about other users without their consent;
- Engage in malicious, disruptive or other conduct that impedes or interferes with other Users’ normal use of the Service;
- Attempt to gain unauthorized access to any other User’s Account, password or User Data, or allow more than one person to use an Account; or
- Upload, publish, or submit to any part of the Service any Content or User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant Zessio all of the license rights granted in this Agreement.
15. Violation of Terms.
Without limitation to any other rights and remedies available to Zessio, any violation of these Terms may result in immediate suspension or termination of your Account and access without any refund or other compensation at Zessio’s option in its sole discretion. Zessio’s failure to suspend or terminate your account will not be deemed a waiver or approval of any conduct.
16. Downloaded Mobile Sourced Application.
With respect to any application accessed through or downloaded from any mobile or device application site or store (“Application”), you agree that you will use the Application only as permitted by the any applicable mobile store terms and these Terms. With respect to any Application used with the Zessions service, you also agree to all of these Terms and you understand and agree that the Application constitutes part of the Website and Service for all purposes under these Terms. Zessio reserves all rights in and to the Application.
17. HOLD HARMLESS AND RELEASE.
YOU AGREE TO HOLD HARMLESS AND RELEASE ZESSIO, ITS AFFILIATES, AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM OR RELATING TO: (I) YOUR VIOLATION OF THESE TERMS; (II) ANY ADVICE YOU GIVE AND THE CONTENT AND USER DATA YOU PUBLISH, SUBMIT OR CREATE; (III) ANY ACTS OR OMISSIONS IN CONNECTION THE USE OF THE WEBSITE OR SERVICES BY YOU OR BY OTHERS THROUGH YOUR ACCOUNT, INCLUDING ANY NEGLIGENT, WILLFUL, AND ILLEGAL CONDUCT; AND (IV) ANY DISPUTE YOU MAY HAVE WITH ONE OR MORE OTHER USERS OR THIRD PARTIES ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AS MAY BE AMENDED). THE STATUTE CURRENTLY PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASE PARTY.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE. THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
18. DISCLAIMER OF EXPRESS AND IMPLIED WARRANTIES; YOUR RISK OF LOSS.
ZESSIO IS PROVIDING THE SERVICES AND WEBSITE ON AN “AS IS” BASIS. ZESSIO IS NOT MAKING AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, SOFTWARE, WEBSITE, SERVERS, CONTENT, AND OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, ZESSIO AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON ZESSIO’s SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. ZESSIO DOES NOT GUARANTY OR WARRANT CONTINUOUS, ERROR-FREE, SECURE OR VIRUS-FREE OPERATION OF THE SERVICE, THE SOFTWARE, THE WEBSITES, THE SERVERS, ZESSIONS, OR YOUR ACCOUNT, AND YOU UNDERSTAND THAT YOU SHALL NOT BE ENTITLED TO REFUNDS OR OTHER COMPENSATION BASED ON ZESSIO’S FAILURE TO PROVIDE ANY OF THE FOREGOING OTHER THAN AS EXPLICITLY PROVIDED IN THIS AGREEMENT. ZESSIO DOES NOT GUARANTEE THAT BY MERE USE OF THE SOFTWARE YOU WILL BE IN COMPLIANCE WITH HIPAA OR OTHER APPLICABLE LAW, AND YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR MAINTAINING ADMINISTRATIVE, TECHNICAL AND PHYSICAL SAFEGUARDS NECESSARY TO ENSURE THE CONFIDENTIALITY, AVAILABILITY, AND INTEGRITY WITH RESPECT TO YOUR PHI AND TO OTHERWISE COMPLY WITH HIPAA AND OTHER APPLICABLE LAW. THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
19. LIMITATION OF LIABILITY.
IN NO EVENT SHALL ZESSIO OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES, OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE ZESSIO SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT ZESSIO MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL ZESSIO’S CUMULATIVE LIABILITY TO YOU EXCEED ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
20. INDEMNIFICATION OF ZESSIO.
AS A CONDITION TO YOUR USE OF THE SERVICE, WEBSITE, SERVERS, AND/OR YOUR ACCOUNT, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ZESSIO, ITS AFFILIATES, AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM OR RELATING TO: (I) YOUR VIOLATION OF THESE TERMS; (II) ANY ADVICE YOU GIVE AND THE CONTENT AND USER DATA YOU PUBLISH, SUBMIT OR CREATE; (III) ANY ACTS OR OMISSIONS IN CONNECTION THE USE OF THE WEBSITE OR SERVICES BY YOU OR BY OTHERS THROUGH YOUR ACCOUNT, INCLUDING ANY NEGLIGENT, WILLFUL, AND ILLEGAL CONDUCT; AND (IV) ANY DISPUTE YOU MAY HAVE WITH ONE OR MORE OTHER USERS OR THIRD PARTIES ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICE. IN ANY MATTER IN WHICH YOU HAVE AGREED TO INDEMNIFY ZESSIO, YOU MAY NOT SETTLE SUCH MATTER OR ADMIT LIABILITY WITHOUT THE EXPRESS WRITTEN CONSENT OF ZESSIO IF, UPON DOING SO, YOU ARE ADMITTING LIABILITY OR FAULT ON THE PART OF ZESSIO. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND IN SUCH CASE, YOU AGREE TO COOPERATE WITH OUR DEFENSE OF SUCH CLAIM. THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
21. Legal Relationship Between You and Zessio; No Third Party Beneficiaries.
You acknowledge and agree that: (i) you are not an employee of Zessio, (ii) you are not entitled to any compensation from Zessio, including without limitation as a result of your participation in the Service or creation or uploading of Content or User Data in the Service, (iii) there is no agency, partnership, joint venture, franchise relationship or other special relationship with Zessio, and (iv) you will not make any claim inconsistent with the foregoing. Additionally, there are no third party beneficiaries to these Terms other than those beneficiaries of indemnification and releases under the express provisions of these Terms.
22. Suspension and Termination of Accounts.
You may close your Account at any time for any reason. Except as otherwise specifically provided in these Terms, upon termination Zessio will have no further obligation or liability to you under these Terms or otherwise. You may not suspend your own Account. If you suspend your Account, then the Account will be deemed terminated.
In addition, Zessio may suspend or terminate your Account or access to the Website or Sevices, without notice, for breach if you violate these Terms, or any terms regarding payment of required fees and other amounts due under these Terms. Zessio may, at its sole discretion, provide you a grace period prior to termination, in the event of a breach or your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. Zessio may also suspend or terminate your Account or access to the Website or Services if we determine in our discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of Zessio or any third party. Under no circumstances, will you be entitled to compensation or a refund for any interruption, suspension or termination, and you agree that Zessio will have no liability to you in connection with any interruption, suspension or termination.
23. Termination of Licenses Upon Termination of Account.
Upon termination of your Account, all licenses granted by Zessio hereunder, including to use the Website, Software, and the Service, will automatically terminate. The Service Data License and right of Zessio to use all Content and other User Data shall continue and survive termination.
24. Liability for Unpaid Fees Upon Termination of Account.
Upon termination by you or by Zessio of your Account, you will not receive any refund of any amounts previously paid and You will remain liable for any charges incurred or unpaid amounts owed by You to Zessio, and you will also remain subject to all provisions of these Terms which survive termination.
25. Survival of Terms After Termination.
All provisions of these terms shall survive termination of your account or use of the Service, except for the rights and license of Users to use the Services granted herein and any other terms that expressly or by their nature do not survive termination of this Agreement.
26. DISPUTE RESOLUTION; ARBITRATION AGREEMENT AND CLASS ACTION AND JURY WAIVERS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE THE FOLLOWING SHALL APPLY TO ANY DISPUTES AND THEIR RESOLUTION:
AGREEMENT TO CONFIDENTIAL MEDIATION AND ARBITRATION OF DISPUTES:
If a Dispute arises and cannot be settled through direct discussions, the parties agree to endeavor first to settle the Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved Dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a panel of three arbitrators. The place of arbitration shall be Travis County, Texas. The arbitration shall be governed by the laws of the State of Texas. The prevailing party shall be entitled to an award of reasonable attorney fees. Except as may be required by law, neither a party nor a mediator or an arbitrator may disclose the existence, content, or results of any mediation or arbitration hereunder without the prior written consent of both parties.
Notwithstanding the foregoing, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
CLASS ACTION WAIVER:
Any proceedings to resolve any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
JURY TRIAL WAIVER:
Each party hereby irrevocably waives its rights to trial by jury in any proceedings to resolve any Dispute.
GOVERNING LAW AND VENUE:
These Terms shall be governed by and construed and enforced in accordance with Federal and Texas Arbitration Acts and otherwise with the laws of the State of Texas (without regard of choice of law rules). The exclusive forum and venue for any proceedings to resolve any Disputes shall be arbitration in Travis County, Texas as provided above, and to the extent arbitration is not required in the courts of appropriate jurisdiction in Travis County, Texas.
27. Disclaimer of Warranties as to Use Outside of the United States.
Zessio is a United States-based company and service provider. We make no warranty or representation that any aspect of the Service, Website, Servers, Software or Zessions is appropriate for use outside of the United States or may be used for persons who are located outside the United States. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Software is subject to applicable export laws and restrictions.
28. Assignment of Agreement and Account.
You may not assign this Agreement or Your Account without our prior written consent. You may not transfer or sublicense any licenses granted by Zessio in this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without your consent.
29. Integration, Reliance Disclaimer, Amendments, Interpretation, and Severability.
THE AGREEMENTS, UNDERSTANDINGS AND POLICIES REFERENCED IN THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND ZESSIO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL. IN ENTERING INTO THIS AGREEMENT, YOU DISCLAIM RELIANCE ON ALL REPRESENTATIONS, WARRANTIES, STATEMENTS, AGREEMENTS AND UNDERSTANDINGS, WHICH ARE NOT EXPRESSLY SET FORTH IN WRITING IN THESE TERMS. THERE ARE NO ORAL OR UNWRITTEN PROMISES OR AGREEMENTS BETWEEN THE PARTIES. Zessio reserves the right to modify this Agreement at any time upon notification to you as provided herein. If any future change is unacceptable to you, you should discontinue using the Service and Website. Your continued use of the Service will always indicate your acceptance of this agreement and any changes to it. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement.
The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement.
If any provision of this Agreement shall be held to be unlawful, void, or unenforceable by the arbitrators or court of competent jurisdiction in any particular Dispute or proceeding, then, with respect to the particular parties and jurisdiction at issue in the Dispute, such provision shall be reformed to be valid and enforceable and consistent with the intent of these Terms to the greatest extent possible and if such reformation is not possible, then such provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Zessio may provide notice to you and obtain consent from you (1) through the Website (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must submit all notices required or permitted under this Agreement to Zessio to the attention of its then registered agent and its then registered office in the State of Texas.
31. Consent to Electronic Communications.
These Terms were last updated on June 21, 2021 and are deemed effective as amended as of this date.