TERMS OF SERVICE

 

Last updated: 12/01/2022

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1. Introduction

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By accessing or using the software and/or signifying your acceptance to these Terms of Service, you agree to be bound by this agreement as and/or on behalf of the person/entity listed in the account creation, sign up or similar form (“Registration Form”), the account owner and the practice. You represent and warrant that you have full authority to bind the account owner and the practice to these Terms of Service. If you do not agree to these Terms of Service and do not have the necessary authority, you may not access or use the Service (as defined in terms of Service) offered by iSpeax Tech, Inc (referred to as “iSpeax”, “iSpeax Marketplace”, “Platform”, “Software”, “Service”, or “Us” or “We”).

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These Terms of Service (“Agreement” or “Terms of Service”) are binding between the account owner(s) (referred to as “Account Owner”, “You”, “Your” or “Yourself”) and iSpeax. The Terms of Service will govern your and any team members’ use of the Service, including the rights and obligations associated with user data placed in the Service, and the intellectual property rights related to it. An account will be created to access the Service, and by accessing, using, subscribing, purchasing, or downloading the Service or any content from the website, you agree to follow and be bound by these terms and any other terms in any other agreements you enter into with iSpeax Tech, Inc. If you do not agree with these Terms of Service, you and any team members may not use the website or the Service.

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If you know or suspect that a team member has violated the Terms of Service, you are responsible for revoking their access rights immediately. Similarly, if you become aware that a team member no longer possesses the necessary licenses or credentials or is no longer affiliated with you, you must immediately revoke their access rights.

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NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WILL AFFECT YOUR RIGHTS IN RESOLVING ANY DISPUTES WITH ISPEAX TECH, INC. PLEASE READ IT CAREFULLY.

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These Terms of Service apply to your and any team members' use of the Service and all transactions made through the website in the use of the Service. You indicate your agreement to these Terms of Service by any action that demonstrates your assent, including clicking on any button containing phrases such as “I agree”, “Start my free trial”, “Join Now”, “Sign Up”, “Create my account” or similar, accessing the website, establishing an account, or using the Service, whether you have read these Terms of Service or not. By clicking any such button or accessing, downloading, or using, any content from our website, software or platform, you inidcate your approval and agreement to these Terms of Service. It is recommended that you print a copy of these Terms of Service for your records.

iSpeax may modify these Terms of Service at any time, and the changes will take effect immediately upon notification as described in Section 30. By continuing to access or use the Service after the effective date of any change, you agree to be bound by the modified Terms of Service.

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2. Definitions

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"Account Owner" refers to the person or entity responsible for setting up the account and all associated activities and obligations, including payment and deletion of the account. This also includes all users and team members within the account who are jointly and severally responsible for the account obligations. The term "Account Owner" can also refer to multiple individuals or entities. 

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"Content" refers to the goalbank, progress report templates, present levels templates, session notes templates, worksheets, lesson plans, digital downloads, articles, libraries, or any other content provided by iSpeax Tech, Inc's Service.

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"Dispute" refers to any disagreement, legal action, or controversy between the user and iSpeax Tech, Inc regarding the Service, transactions, communication, or this agreement.

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 "HIPAA" refers to the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act and their relevant regulations. 

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"Intellectual Property Rights" refers to legal rights for copyrights, trademarks, patents, and other proprietary information. 

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"Payment Data" refers to personal or financial information collected from a payment method, such as credit card information.

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"Protected Health Information" or "PHI" refers to protected health information defined by HIPAA's Privacy Rule.

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"Servers" refer to the computers hosting iSpeax Tech, Inc's Service. 

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"Service" refers to iSpeax Tech, Inc's technology and software platforms, including the caseload management system, iSpeax website services, and other related Services.

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"iSpeax Software" refers to the software provided to the user by iSpeax Tech, Inc.

 

"Stripe Payment Processing Services" refer to the Services that enable payment management and processing, as well as business Services and analytics. 

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"Team Member" refers to the Account Owner's staff, contractors, or authorized Service providers who have access to the account. 

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"Transaction Data" refers to customer information, user data, payment data, and transaction information collected by the Service. 

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"User Data" refers to any data submitted or collected by the Service, including Protected Health Information and Transaction Data. 

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"User" refers to the Account Owner, Team Member, or the Account Owner's or Team Member's clients. 

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"Website" refers to the websites and Services offered by iSpeax Tech, Inc, including related domains, subdomains and mobile applications available through https://ispeax.com, https://store.ispeax.com, https://app.ispeax.com.

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3. Verifying Account 

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By agreeing to these Terms of Service, you certify that you are at least 18 years old or the minimum legal age in your jurisdiction if it is higher. You have the legal capacity to enter into this agreement on behalf of the Account Owner. To access the Service, you must submit to account verification by iSpeax and provide accurate identification information as requested. You are responsible for securing your and your Users' account information, including user names and passwords. By accepting these Terms of Service, you and the Account Owner are responsible for obtaining consent from the parents or legal guardians to store, collect or share any data and information about any child who is under the age of 18. 

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4. Creating Account

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To use the Service, you need to create an Account with iSpeax. You must supply accurate and up-to-date information about yourself and the person creating the Account (known as "Registration Data") during the registration process and keep it accurate using the account management tools provided. ISpeax will assign you as the Account Owner. You and your team members must each choose a username for identification under your account.

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5. Account Use

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As the Account Owner, you are accountable for all actions taken through your Account, including those of Team Members and Users, and for the activities carried out through your username. You are also responsible for ensuring that any User you add to your account or grant access to your Account, such as related Service providers, special eduction staff, administrators or other professionals servicing the student within your organization, are authorized and have permissions to access sensitive data or personally identifiable information of your students or clients. If any fraudulent activity, violation of laws, regulations, or these Terms of Service occurs in connection with your Account, whether by you or someone else, iSpeax reserves the right to suspend or terminate your access to the Service and Account as outlined in Section 22. You will also be held financially responsible for any consequences incurred by iSpeax as a result of these actions. You, as the Account Owner, acknowledge that you are solely responsible for ensuring that the use of the Service by yourself and any individuals granted access to your Account through you (collectively, "Users"), complies with all applicable laws, including the Health Insurance Portability and Accountability Act (HIPAA). You represent and warrant that you have entered into all necessary Business Associate Agreements (BAAs) with any Users or third-party service providers that may handle protected health information as part of their use of the Service. iSpeax shall not be held responsible for any violations of HIPAA or other privacy laws by yourself or any Users.

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6. Password Use

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As the Account Owner, You must select a secure password when establishing Your Account with iSpeax. It is Your responsibility to keep Your password confidential, and any damages, claims, losses or other harm resulting from the disclosure of Your password, authorization of its disclosure, or unauthorized use of Your password or Account by any person, are Your sole responsibility. Do not respond to any online request for Your password, except during the log-in process to the Service. iSpeax does not store information or has access to Account Owner’s passwords. Sharing Your password with others is done at Your own risk.

Each user accessing Your Account must have a unique username and password. Team Members and Users are prohibited from sharing their login credentials and any such sharing may result in suspension or termination of access for the User and Account Owner, and/or additional charges, as determined by iSpeax.

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7. Pricing and Billing

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iSpeax Tech, Inc. provides the Service for the fees and charges set forth on the Website at /pricing/ or any other location on the Website. All listed prices exclude all Sales Taxes and such Sales Taxes shall be borne solely by the Account Owner and paid to iSpeax Tech, Inc. Additionally, where applicable, the Account Owner is responsible for all Sales Taxes, and iSpeax Tech, Inc. reserves the right to collect Sales Taxes retroactively. We may 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 as provided herein. You are responsible for ensuring payment in advance for all paid aspects of the Service and ensuring that your payment methods accepted by iSpeax Tech, Inc., including Stripe, are valid and sufficient for such purposes. In the event that any payment is declined, we may suspend or terminate your use and your Account's use, as provided in Section 22. The agreement with respect to other services and fees due to iSpeax Tech, Inc. incorporates by reference these Terms of Service, as well as any specific terms and conditions presented to you. There will be no refund on termination or expiration of the Agreement. All payments made to iSpeax Tech, Inc. will be earned by iSpeax Tech, Inc. as of the date of payment, and there will be no refund for partial use of the Service or credits at any time.

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8. Modification of Service

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iSpeax may change, add, or remove parts of the Service at any time for reasons such as meeting legal requirements, abiding by laws and regulations, improving security and functionality, fixing errors, or other purposes, at its sole discretion.

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9. Personal Information, User Data, Use of Information, Data Deletion, Protected Health Information (PHI)

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Our Privacy Policy explains how we use and share Personal Information, like the Payment and Registration Data you provide, and any other Personal Information we receive when you ask us for more information about our service or receive updates and promotions from us. It's important to note that our Privacy Policy does not apply to any Personal Information within the User Data we collect and process only on your behalf when we provide the Service.

When you use our Service, iSpeax will not sell any Personal Information contained in User Data. We'll only use or disclose the Personal Information you provide us about your clients and clients for the purpose of fulfilling our obligations under these Terms of Service, including providing and improving the Service under these Terms of Service. We won't use or disclose Personal Information about your clients and clients outside of our direct business or contractual relationship with you or the legal entity under which you practice or are employed.

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We won't use any PHI that is not permitted by these Terms of Service, the BAA (as defined below), or that is prohibited by applicable law, including but not limited to HIPAA and FERPA

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It's your responsibility to comply with all privacy and data protection laws and ensure that you've provided all necessary notices and obtained all necessary consents (including with respect to third parties' access) from your Users, clients, and clients. You must ensure that the User (including without limitation your clients and clients) have agreed to the collection of their User Data (including PHI) and access of their User Data by you, us, and, where applicable, other third parties.

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If we receive a subpoena, court order, or other legal requests that require us to disclose any of your clients' or clients' User Data (including PHI), or any of your data or information or any User Data, we'll let you know about it before we disclose the PHI or other data or information or any User Data, unless a court of competent jurisdiction orders us not to do so or law enforcement requests that we do not notify you or our legal counsel advises us that prior notification is not required or in violation of applicable law.

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If this Agreement is terminated for any reason, you can use the export feature in the Service to retrieve your User Data contained within the Service before the account termination date. You'll need to make sure you export a file or files containing the User Data contained within the Service before the account termination date, and preserve User Data (including PHI) for your clients and clients pursuant to federal and state law. We'll destroy the User Data for your Account as provided in Section 22 of these Terms of Service.

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10. No Responsibility for Third Party Websites

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We may provide links to third-party websites, servers, and online services or environments through the Service. These are not owned or controlled by iSpeax. We want you to know that we're not responsible or liable for the content, policies, or practices of these third-party websites, servers, or online services or environments. Please make sure to review the terms of use and privacy policies of any third-party websites, servers, or online services, or environments you visit.

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11. User Data and Your Rights and Obligations

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When you upload or submit User Data to the Service, you agree that you have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize iSpeax to use, retain, copy, and process the User Data as contemplated by this Agreement. By uploading or submitting User Data to the Service, and permitting your users (including clients and clients) to upload Transaction Data into the Service, you automatically grant iSpeax (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, perform, and display User Data and Transaction Data (including User Data and Transaction Data that is created, collected, or generated by the Service or iSpeax using the User Data and Transaction Data you submit) solely for the purposes of providing the Service.

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The license also grants iSpeax the right to copy, analyze and use any of your User Data and Transaction Data as deemed necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. This license is known as the “Service Data License”. The Service Data License granted to iSpeax with respect to your content will survive the termination of your Account to permit iSpeax to retain server copies of particular instances of your User Data, including copies stored in connection with back-up, debugging, and testing procedures.

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You acknowledge that you are responsible for all information and User Data you and those under your Account input into the Service, including changes made to the client or student progress notes, whether previously locked or unlocked. You also acknowledge that the practice of unlocking any previously locked notes may be a violation by you and your team members of applicable professional standards and/or applicable law.

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You also agree that the Service may automatically log all of your activity within the Service, including the changes to progress notes. Such activity may be audited by Account Owners, account administrators, regulators, or others. It is your responsibility to comply with various laws and regulations, including but not limited to HIPAA and FERPA, which require you to preserve the availability, accuracy, integrity, and confidentiality of PHI and personally identifiable information.

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Furthermore, you provide iSpeax (and its affiliates) an irrevocable, perpetual royalty-free, assignable license, authority, and permission to obtain, copy, and use, at iSpeax’s request, from payment processors, banks, card and ACH processors and gateway providers that support the Service, all of your Transaction Data and User Data for purposes of providing you with the Service.

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In summary, by using the Service, you agree to grant iSpeax a license to use your User Data and Transaction Data, and acknowledge your responsibilities to comply with laws and regulations, including HIPAA. Additionally, iSpeax may log and audit all of your activity within the Service, and you grant iSpeax permission to obtain, copy, and use your Transaction Data and User Data from payment processors and gateway providers.

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12. Payment Processing and Billing

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In order to use the Stripe Payment Processing Services for billing and payment processing, you need to agree to the Stripe Connected Account Agreement (https://stripe.com/us/connect-account/legal), as well as any other relevant agreements that are available to you during enrollment or afterward. Until you agree to these agreements, no transactions will occur in your iSpeax account. iSpeax may conduct certain activities related to the Stripe Payment Processing Services, such as handling disputes and adjusting account balances. Additionally, you may be charged certain fees for using the Stripe Payment Processing Services. You agree to comply with all terms and conditions of your Stripe Connected Account Agreement and not process payments from prohibited businesses. Stripe may suspend or terminate the Stripe Payment Processing Services in accordance with the terms of the Stripe Connected Account Agreement. iSpeax may share your Transaction Data, Payment Data, and other information with Stripe, and you give permission to iSpeax to work with and interact with Stripe to facilitate interoperability between the services. You must provide accurate and complete information about your practice and business to iSpeax to use payment processing services. If required by law, iSpeax may send you tax forms and notices electronically with your consent. You authorize iSpeax to debit any outstanding amounts due and owing as a result of chargebacks, disputes, and other refunds or credits from your deposit accounts. If non-sufficient funds are available for these debits, iSpeax may increase fees, suspend the Service, or terminate this Agreement. In the event of non-payment of any sums due, iSpeax may withdraw funds from your biller accounts, offset or net settle these sums against future deposits, or withhold future deposits until such sums are paid in full. If there is a chargeback, you will be responsible for refunding the fee imposed on iSpeax by the payment processor. iSpeax reserves the right to suspend your Stripe account in the event of excessive disputes or chargebacks, withhold payment for review of suspicious or fraudulent activity, and refund transactions classified as fraudulent after investigation.

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13. Service Interruption

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iSpeax may need to temporarily interrupt or suspend the Service, with or without prior notice, to protect the Service's integrity or functionality or for maintenance purposes. You understand and agree that iSpeax is not liable for any interruption or suspension of the Service, and neither You nor any Team Members or Users will be entitled to any refunds of fees or other compensation for interruption or suspension of service. Additionally, if there is any loss of User Data, iSpeax will not be liable for any resulting damage or harm.

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14. Intellectual Property Rights

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iSpeax holds the Intellectual Property Rights in the Service, which includes the iSpeax Software, Websites, Servers, and iSpeax trademarks, service marks, trade names, logos, domain names, taglines, and trade dress. You acknowledge that these Intellectual Property Rights are separate from any rights You may have in User Data uploaded or submitted to the Service. iSpeax and its licensors own all right, title, and interest in the Service, including all Intellectual Property Rights therein, other than User Data. You are granted a limited license to access and use the Service as set forth in these Terms of Service, and you agree not to copy, alter, sell, sublicense, rent, translate, or reverse engineer the iSpeax Software.

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You may provide suggestions, ideas, or feedback to iSpeax regarding the Website, products, or Service, and iSpeax will be free to use all Feedback provided for any purpose. You are also granted a limited license to use any of the iSpeax mobile applications and to access the Website via a single mobile device or computer that You own or control for Your own personal use. You agree not to commercially exploit the iSpeax mobile application, modify or make derivative works based upon the Website or iSpeax mobile application, create Internet “links” to the Website, frame or mirror the iSpeax mobile application, or reverse engineer the iSpeax mobile application.

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You are prohibited from: (i) licensing, sublicensing, selling, reselling, transferring, assigning, distributing, or otherwise commercially exploiting or making available to any third party the iSpeax mobile application in any way; (ii) modifying or creating derivative works based on the Website or iSpeax mobile application; (iii) creating Internet “links” to the Website or “frame” or “mirror” the iSpeax mobile application on any other server or wireless or Internet-based device; (iv) reverse engineering or accessing the iSpeax mobile application 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 of the Website or iSpeax mobile application, or (c) copy any ideas, features, functions, or graphics of the Website or iSpeax mobile application; or (v) launching 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 program that may make multiple server requests per second or unduly burden or hinder the operation and/or performance of the Website or iSpeax mobile application.

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15. Templates and Content Use

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iSpeax grants You a non-exclusive, non-transferable license to allow Your Team Members to use the Content available to You, including sample templace and documentation. Any fees for such access, if applicable, are listed at /pricing and are subject to change with notice as provided in these Terms of Service. The Content provided by iSpeax and its licensor (if applicable), are meant for illustrative purposes only. They do not constitute professional services or expert forms. As the user, You and Your Team Members must apply your own expertise to the Content and make any necessary revisions. The Content is not guaranteed to help You meet clinical documentation requirements, and You are solely responsible for your own clinical documentation.

THE SAMPLE DOCUMENTATION, TEMPLATES, CONTENT, GOALBANK, DATASETS AND ALL INFORMATION THEREIN ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY, ACCURACY, COMPLETENESS, AND/OR SUITABILITY. You acknowledge that neither You nor Your Team Members may resell, transfer, sublicense, or make the Content available to third parties in any way, including as part of a hosted environment.

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16. Terms of Service Conduct and Violations

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In using iSpeax, you agree not to engage in any behavior that violates any laws, regulations, rules, or the rights of any third party, including intellectual property rights. This includes posting, displaying, or transmitting any information or data, User Data, or Transaction Data that is unauthorized or illegal. You also agree not to impersonate any person or entity without their consent or engage in any conduct that may harm the Service or the interests or rights of other users.

Uploading, publishing, or submitting any User Data that is protected by intellectual property rights or subject to proprietary rights, including trade secret or privacy rights, is also prohibited, unless you, your team member, or user is the owner of such rights or has permission from the rightful owner to upload or submit the User Data and to grant iSpeax all of the license rights granted in this Agreement. iSpeax will not be liable for any claims, losses, or damages arising out of or in connection with your use of any User Data and you agree to defend (at iSpeax's option), indemnify, and hold iSpeax harmless for any such claims. Additionally, engaging in malicious, disruptive, or other conduct that impedes or interferes with other Users' normal use of the Service or attempting to gain unauthorized access to any other User's Account or password is strictly prohibited.

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Your iSpeax account, as well as your team members' and users' accounts, may be immediately suspended or terminated without refund or compensation at the discretion of iSpeax if any of these Terms of Service are violated.

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17. Releases

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You agree not to hold iSpeax liable for the Content, actions, or inactions of You or other Users of the Service or of other third parties. By accessing the Service, you release iSpeax (and its officers, directors, shareholders, agents, subsidiaries, and employees) from any claims, demands, losses, liabilities, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have or claim to have with one or more other users of the Service or with other third parties, including whether or not iSpeax becomes involved in any resolution or attempted resolution of the dispute. If You are a resident of California, 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.

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18. Disclaimer of Express and Implied Warranties

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iSpeax provides the Service, including but not limited to the Software, the Websites, the Servers, and Virtual Visits Telehealth Service, as well as your Account, on an "as is" basis. iSpeax expressly disclaims all warranties, whether written or oral, express, implied, or statutory, including but not limited to any implied warranty of title, non-infringement, merchantability, or fitness for a particular purpose. iSpeax does not guarantee the value or compensable worth of any Content, including User Data, on its servers. You assume all risk of loss from using the Service on this basis. iSpeax does not ensure continuous, error-free, secure, or virus-free operation of the Service, the Software, the Websites, the Servers, or your Account. You acknowledge that you are not entitled to refunds or other compensation based on iSpeax's failure to provide any of the foregoing, except as explicitly provided in this Agreement. Some jurisdictions may not allow the disclaimer of implied warranties, and the foregoing disclaimer may not apply to you to the extent prohibited by law.

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iSpeax does not guarantee that the mere use of the Software will ensure compliance with HIPAA, FERPA or any other applicable law. You are solely responsible for maintaining administrative, technical, and physical safeguards to ensure the confidentiality, availability, and integrity of your PHI, and for otherwise complying with HIPAA, FERPA and all applicable laws.

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19. Limitation of Liability 

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Under no circumstances shall iSpeax or any of its directors, officers, employees, equity owners, managers, subsidiaries, agents or licensors be liable to You or any third party for any special, incidental, indirect, consequential, reliance, punitive or exemplary damages, or comparable equitable remedy. This includes, but is not limited to, damages for lost data or lost profits, arising out of or in connection with the Service, iSpeax software, the websites, the servers, your account, or this agreement, whether in contract, tort, strict liability, or otherwise. This is true regardless of whether or not iSpeax was advised that such damages might or could occur, and notwithstanding the failure of essential purpose of any remedy. iSpeax's cumulative liability to You will not exceed one hundred fifty dollars (U.S. $150.00). Some jurisdictions may not permit these limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to You.

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20. Indemnification

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At iSpeax's request, the other party agrees to defend, indemnify, and hold harmless iSpeax, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims, and expenses, including without limitation attorneys' fees and costs, arising from:

(i) any breach or alleged breach by the other party or its Team Members or Users of these Terms of Service, including without limitation their representations and warranties relating to their data and User Data;

(ii) claims, losses, and causes of action asserted by any Users, including without limitation their clients or patients;

(iii) use of the iSpeax Telehealth, Directory Service or Professional Website service; or

(iv) the other party's acts, omissions, or use of the Service, including without limitation their negligent, willful, or illegal conduct.

In any matter in which the other party has agreed to indemnify iSpeax, without the express written consent of iSpeax, they may not settle any matter or admit liability if, upon doing so, they are admitting liability or fault on the part of iSpeax. iSpeax reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the other party, and in such case, the other party agrees to cooperate with iSpeax's defense of such claim.

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21. Legal Relationship between You and iSpeax

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By participating in the Service and creating or uploading Content in the Service, you acknowledge that you are not an employee of iSpeax and do not expect to be compensated by iSpeax for such activities. You agree not to make any claim inconsistent with these acknowledgments. This Agreement does not create an agency, partnership, joint venture, or franchise relationship between you and iSpeax. Furthermore, there are no intended or implied third-party beneficiaries under this Agreement.

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22. Account Suspension and Termination

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You may terminate this Agreement anytime by closing your Account for any reason. If you do so, iSpeax will have no further obligation or liability to you under this Agreement or otherwise, except as provided in Section 9. However, you may not suspend your own Account. If you do suspend your Account, it will be deemed terminated in accordance with Sections 9 and 22, which cover the deletion of your User Data upon termination.

iSpeax may suspend or terminate your Account without notice if you violate this Agreement, fail to pay required fees and charges, or for any other reason deemed desirable or advisable to comply with applicable legal requirements or to protect the rights or interests of iSpeax or any third party. In such cases, iSpeax may, at its sole discretion, provide a grace period prior to termination without waiving its right to terminate immediately upon such events.

You acknowledge that you will not be entitled to compensation or a refund for any interruption, suspension, or termination, and iSpeax will have no liability to you, your Team Members, or Users in connection with any such action.

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23. Termination of Account and Termination of Licenses

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Upon termination of your Account, all licenses granted by iSpeax for the use of the Website, Software, and the Service will automatically terminate. Additionally, all User Data in your Account will be retained for no more than thirty (30) days after the termination or expiration of your Account or this Agreement and deleted after the expiration of that thirty (30) day period.

It is your responsibility to export all account data and ensure the secure preservation of PHI for your clients in compliance with federal and state law and ethical requirements. During the thirty (30) day time frame following the termination or expiration of your Account, your access to the Service will be limited to downloading your User Data.

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24. Termination of the Account and Unpaid Fees

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In the event that iSpeax terminates your Account, or if you terminate your Account, you will not receive a refund of any amounts previously paid, and you will remain responsible for any charges incurred or unpaid amounts owed to iSpeax.

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25. Survival of Terms after Termination

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The following provisions will survive any termination of this Agreement: Sections 2, 3, 5, 7, 9, 12, 14, and 17 through 33. You will not be entitled to any refund upon termination or expiration of this Agreement

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26. Disputes Resolution

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In the event of any dispute between you and iSpeax (excluding claims for injunctive relief), other than disputes regarding the validity, enforceability, or scope of this dispute resolution provision, the dispute shall be resolved by binding arbitration under the American Arbitration Association Commercial Arbitration Rules, with the arbitration taking place in the State of Delaware. If any dispute is determined not to be subject to arbitration, you agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

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You and iSpeax agree that this Agreement and your relationship shall be governed by the Federal Arbitration Act and the laws of the State of Delaware, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Either party may apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business. 

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Class actions, class arbitrations, private attorney general actions, consolidation of disputes with other arbitrations, or any other proceedings 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. An arbitrator shall have no jurisdiction to hear such claims. If a court or arbitrator determines that the class action waiver in this section is unenforceable, the waiver will not apply to those parts of the dispute that are exempted from arbitration. 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 shall be severed, and the remainder of this section shall remain in full force and effect.

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27. Disclaimer to Warranties as to Use of Service Outside of the United States

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iSpeax is a service based in the United States. We do not provide any warranty or representation that any aspect of the Service, Website Service, or Telehealth is suitable for use outside of the United States or for persons located outside of the United States. Users who access the Service from other locations are responsible for complying with applicable local laws.

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The Software is subject to export laws and restrictions that are applicable. It is your responsibility to comply with all applicable export laws and regulations when using the Service or any related software.

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28. Assignment of Agreement and Account

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You may not assign this Agreement or your Account without the prior written consent of iSpeax. You may not transfer or sublicense any licenses granted by iSpeax under this Agreement without our prior written consent.

iSpeax reserves the right to assign this Agreement, in whole or in part, along with all related rights, licenses, benefits, and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without your consent.

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29. Integration, Interpretation of Section Headings, and Severability

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This Agreement, along with the agreements, understandings, and policies referenced herein, constitutes the entire agreement and understanding between you and iSpeax regarding the subject matter herein and supersedes any prior or contemporaneous agreements or understandings. iSpeax reserves the right to modify this Agreement and the Terms of Service at any time, provided that you receive notification as described in Section 30. If you do not agree with any future changes, you should discontinue using the Service. Your continued use of the Service will signify your acceptance of this Agreement and any changes to it.

You acknowledge that no other written, oral, or electronic communications will modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or to rely on communications that are not part of this Agreement. The section headings and descriptive summary sentences at the beginning of each section are for convenience only and do not affect the interpretation of this Agreement.

If any provision of this Agreement is held to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severable from these terms and shall not affect the validity or enforceability of the remaining provisions.

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30. Notices

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iSpeax may provide notice to you and obtain consent from you (1) through the Website, (2) by electronic mail at the email address associated with your Account, and/or (3) by written mail communication to you at the address associated with your Account. You must send all notices required or permitted under this Agreement to iSpeax Tech, Inc, c/o Compliance Department, 8 The Green Ste A, Dover, 19901

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31. Business Associate Agreement

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To comply with the requirements of HIPAA to the extent applicable, you and iSpeax agree to be bound by the terms and provisions of the iSpeax Business Associate Agreement found at /baa (the "BAA"), which is incorporated in full by reference. If any provision of this Agreement potentially or actually conflicts with the provisions of the Business Associate Agreement regarding the treatment of Protected Health Information, the terms of the Business Associate Agreement shall prevail.

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32. Transfer of User Data and Account Ownership

You are solely responsible for providing access to User Data and sharing it among Users, Team Members, Account Owners, patients, clients, and their family members in compliance with applicable laws. If any Team Member who has access to the Service under the Account is unable to provide services to any User due to death, disability, or incapacitation, then the Account Owner is responsible for arranging the transfer of User Data or modifying access in compliance with applicable laws and Section 5 of these Terms of Service. This may involve providing identity verification or executing necessary authorizations required by iSpeax or applicable regulations or licensing bodies. iSpeax reserves the right to decline the transfer of User Data or modify access if the above is not provided in accordance with applicable law.

In the event that the Account Owner dies or becomes incapacitated, iSpeax will attempt to identify an appropriate individual to transfer the Account Owner role according to applicable laws or regulations. If an appropriate individual is identified, the Account Owner role will be transferred to that individual as outlined above.

We recommend that Account Owners create clear directions regarding access to and transfer of User Data in the event of their death, disability, or incapacitation and share them with a qualified and trusted individual in advance.

Requests for transfer of the Account Owner role, whether by the Account Owner or by an individual legally designated to assume Ownership, must be initiated by emailing privacy@ispeax.com. You acknowledge that User Data that is PHI may only be accessed or transferred to an appropriate party in accordance with HIPAA rules and applicable state regulations.

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33. Consent to Electronic Communications

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We provide Users with information by email or posting through the Website. The emails and other communications You will receive include those relating to billing, account verification, platform and Service training (sometimes called “on-boarding materials), survey requests (for product and customer service improvement purposes), marketing and promotions, and administrative announcements (including related to these Terms of Service, our Privacy Policy, or security incident notifications). You understand that by using the Service and agreeing to these Terms of Service, iSpeax will send to you the foregoing communication types and You hereby waive any right to opt out of such communications to the extent permitted by applicable law. You are responsible for obtaining either requisite consent or ceasing email communication to a patient or client in the event that such patient or client opts out of receipt of any such communications. For notice of claims of copyright infringement on or regarding this site can be reached as follows: 8 The Green Ste A, Dover, 19901

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