Terms and Conditions
BY ACCESSING, USING THE SOFTWARE, AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AS AND/OR ON BEHALF OF THE PERSON/ENTITY LISTED IN THE ACCOUNT CREATION, SIGN-UP, OR SIMILAR FORM (“REGISTRATION FORM”), 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 AUTHORITY AS PROVIDED HEREIN, YOU MAY NOT AND SHALL NOT ACCESS OR USE THE SERVICE (AS DEFINED IN THESE TERMS OF SERVICE).
THESE TERMS OF SERVICE APPLY TO YOUR USE DURING ANY TRIAL PERIOD AS WELL AS CONTINUED USE SUBSEQUENT TO THE TRIAL PERIOD.
These Terms of Service (“Agreement” or “Terms of Service”) are a binding contract between the Account Owner(s) (as defined below) (referred to herein as “Account Owner,” “You,” “you,” “your,” or “Your”) and Between Sessions Resources, Inc. (referred to herein as “Between Sessions” or “Us” or “We”). The Terms of Service shall govern Your use of the Service, and Your rights and obligations with respect to User Data that is placed in the Service, and associated Intellectual Property Rights thereto, 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 Service, or any goods, materials, or content from the Website, You agree to, and ensure that all who access the Service through Your account, follow and be bound by the following terms and conditions and any other terms and conditions embodied in any other agreements you enter into with Us. If you do not agree with the Terms of Service, neither You nor the Team Members may use the Website or the Service.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECTS YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.
These Terms of Service apply to You and any Team Members that use the Service. The Account Owner manifests agreement to these Terms of Service 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 accessing the Website, by establishing an Account, or using the Service, whether you have read these Terms of Service or not. By clicking any such button or otherwise indicating Your assent and agreement to these Terms of Service. You should print a copy of these Terms of Service for your business and personal records.
These Terms of Service may be modified by Between Sessions Resources at any time. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service.
- “Account Owner” means the individual who establishes the Account, the Practice, the owner of the Practice, and any other entity and/or person in whose name the Account is established, all of whom are agreed to be jointly and severally obligated under these Terms of Service. The Account Owner is responsible for the obligations and activities under the Account as well as the obligations and activities of all Users and Team Members within the Account (including without limitation payment for the Account and deletion of the Account). The use of the phrase “Account Owner” in the singular shall also mean use in the plural.
- “Content” means all tools provided to members of the BetweenSessions.com website.
- “Dispute” will have the broadest meaning possible and means any dispute, action, or other controversy between you and Between Sessions relating to the Service, any transaction or relationship between you and Between Sessions resulting from your use of the Service, communications between you and Between Sessions, or this Agreement – whether in contract, warranty, tort, laws, or regulations.
- “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.
- “Payment Data” means any personal or financial information collected from a credit card, debit card, or other payment method, including but not limited to a cardholder’s account number, card expiration date, security code, and billing address.
- “Servers” are computers or devices that host the Service.
- “Service” means Between Session’s technology and software platforms available on the Websites and any affiliated sub-domains and mobile applications and sites, Software, and Servers.
- “Between Sessions Software” or “Software” is the software provided to you by Between Sessions and/or its suppliers under license or with respect to which you have access, in connection with the Service.
- “Team Member” means Account Owner’s staff, contractors, administrators, or other service providers who are granted access to the Account with the authorization of the Account Owner.
- “Transaction Data” means customer information, User Data, Payment Data, transaction information, bank information, and credit card information including without limitation tokenized account information, tokens and token access codes, account information or other data or information of any kind that is provided by or generated or collected on your behalf, or your patients or clients by the Service.
- “User(s)” means the Account Owner(s), Team Member, and/or the Account Owner(s)’ or Team Member’s clients, customers, or patients.
- “Website” means the websites and services available from the domain and sub-domains of Between Sessions.
By accepting these Terms of Service in connection with an Account, the person acknowledging agreement or assenting to these Terms of Service represents that they are at least 18 years of age, or the legal age of majority where in the place of residence if that jurisdiction has an older age of majority and has the legal authority to contractually agree to these Terms of Service on behalf of the Account Owner.
You are responsible for the security of any account verification information, such as user names and passwords, including without limitation your Users’ user names and password.
Establishing an Account
You must establish an Account with Between Sessions to use the Service. You agree to provide accurate, current, and complete information about You and the individual who establishes the Account (“Registration Data”) as prompted by the Registration Form and as required to be added in the “Settings” or other page on the Website, and to use the Account management tools provided to keep your Registration Data accurate, current and complete. Between Sessions will designate You as the Account Owner and assign an account name (your “Account Name”).
Responsibility for Use of Account
You, as the Account Owner, are responsible for all activities conducted through your Account. In the event that fraud, violation of law, regulation or rule, or conduct that violates these Terms of Service 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 in Section 25 and you shall be financially responsible to Between Sessions for the consequences of such use.
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 You are responsible for any damages, claims, losses, or other 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 or Account Name. 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.
Fees and Billing
Between Sessions Resources provides the Service for the fees and other charges set forth on the Website. All prices listed exclude all sales 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 Account Owner to Between Sessions Resources and deemed to be in addition to the fees charged in connection with the Service. Where applicable, Account Owner shall be responsible for all Sales Taxes and Between Sessions Resources 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 as provided herein. 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 Between Sessions Resources and/or its processor, continue to be valid and sufficient for such purposes. We may suspend or terminate Your use and Your Account’s use, as provided in Section 25, in the event of any payment delinquency. Other services are available from Between Sessions Resources and the agreement with respect to those services and fees due to Between Sessions Resources incorporate by reference these Terms of Service 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 once made to Between Sessions Resources shall have been earned by Between Sessions Resources as of the date of payment. You will not be entitled to any refund for the partial use of the Service or credits at any time.
Modification of Service
Between Sessions Resources 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.
In providing you our Service, Between Sessions Resources will not sell any Personal Information contained in User Data. Between Sessions Resources will not retain, use, or disclose the Personal Information You provide to us about Your patients and clients except for the specific purpose of performing our obligations under these Terms of Service, including providing and improving the Service under these Terms of Service, nor will Between Sessions Resources retain, use, or disclose Personal Information about your patients and clients outside of our direct business or contractual relationship with You or the legal entity under which You practice or are employed.
We will make no use of 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.
It is Your responsibility to comply with all applicable privacy and data protection laws and to ensure that You have provided all required notices and obtained all necessary consents (including with respect to third parties’ access) from Your Users, patients and clients, and that the User (including without limitation Your patients and Your clients) have agreed to the collection of their User Data (including PHI) and the access of their User Data by You, by us, and, where applicable, other third parties. Any sample documentation that is provided by Between Sessions Resources for obtaining consent or other information from Users is for illustration only, and You alone (and not Between Sessions Resources) are responsible to ensure that such documentation is adequate and enforceable. Between Sessions Resources does not provide legal or compliance advice and You are responsible for retaining competent counsel and advisors for these purposes.
In the event that we receive a subpoena, court order, or other legal request compelling the disclosure of any of your patients’ or clients’ User Data (including PHI) or any of Your data or information or any User Data, we will notify You of the existence of such subpoena, court order, or other legal request prior to disclosing the PHI or other data or information or any User Data, unless ordered to not do so by a court of competent jurisdiction, requested not to do so by law enforcement, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law
In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of, or as otherwise provided in these Terms of Service, there is an export feature in the Service which will enable you to retrieve your User Data contained within the Service prior to the account termination date. It is your sole responsibility to export from your Account a file or files containing the User Data contained within the Service before the account termination date and to ensure the secure preservation of User Data (including PHI) for your clients and patients pursuant to federal and state law. Between Sessions Resources will destroy the User Data for your Account as provided in Section 25 of these Terms of Service.
No Responsibility for Acts of Omissions of Third-Party Websites
Your Rights and Obligations with Respect to User Data
In connection with User Data you upload or submit to or which is created by the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use such data.
You acknowledge that You are responsible for all information and User Data you and those who are under the Account (including without limitation clients, patients, and Team Members) input into the Service, including changes made to client or patient progress notes, whether previously locked or unlocked. You hereby acknowledge that the practice of unlocking any previously locked progress notes may be a violation by You and Your Team Members of applicable professional standards and /or applicable law. You understand and agree that You are bound by various 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. You also acknowledge and agree that all of your activity within the Service is automatically logged (including into audit logs), including the unlocking and changes to the progress notes, and that such activity may be audited by Account Owners, account administrators, regulators, or others.
Permission to Use Copyrighted Material
The company gives permission for members to use materials obtained on the site for personal or professional use. This includes the posting of such material on the member’s website or social media posts. The copyright of the company cannot be removed. The member does not give permission for using Between Sessions tools in any commercial way whatsoever, including reselling the tools.
Interruption of Service
Between Sessions 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 BetweenSessions is not liable for any interruption or suspension of the Service (whether intentional or not), and You understand that neither You nor any Team Members of Users will 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 User Data, we will not be liable for any purported damage or harm arising therefrom.
BetweenSessions Intellectual Property Rights and Limited License Granted to You
Intellectual Property Rights. Between Sessions owns Intellectual Property Rights in and to the Service, except User Data, including the Between Sessions 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 “Between Sessions 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 Between Sessions 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. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the Between Sessions Marks are reserved by Between Sessions. Copyright, trademark, and other laws of the United States and foreign countries protect the Service and the Between Sessions Marks.
Limited License. BetweenSessions hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service specifically as set forth in these Terms of Service and expressly conditioned upon You and Your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by Between Sessions to use or access the Software, (ii) attempt to copy any ideas, features, functions, or graphics contained in the Service; (iii) use the Between Sessions Software in the operation of a service bureau, an application service provider, or for any other purpose intended to benefit a party other than You, (iv) alter or modify the Between Sessions Software, (v) sell, assign, sublicense, rent, lease, or otherwise transfer the BetweenSessions Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
Feedback and other Input. You may provide suggestions, ideas, and/or feedback (collectively, “Feedback”) to Between Sessions or in the use of the Service or Website regarding Between Sessions active Website, products or Service. You agree that Between Sessions will be free to use, irrevocably, in perpetuity, and for any purpose, all Feedback provided to it by You or our Team Members and that all right title and interest in Feedback is assigned to Between Sessions. 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.
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
Violation of Terms of Service
Any violation by You, Your Team Members, or Users of these Terms of Service may result in immediate suspension or termination of your Account without any refund or other compensation at Between Sessions option.
You agree not to hold Between Sessions liable for the Content, actions, or inactions of You or other Users of the Service or of other third parties. As a condition of access to the Service, you release Between Sessions (and its officers, directors, shareholders, agents, subsidiaries, and employees) from 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 Between Sessions becomes involved in any resolution or attempted resolution of the dispute. 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.
Disclaimer of Express and Implied Warranties
Between Sessions PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, 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, Between Sessions AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON Between Sessions SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. Between Sessions does not ensure continuous, error-free, secure, or virus-free operation of the Service, the Software, the Websites, the Servers, Professional Website Services, Telehealth, or your Account, and You understand that You shall not be entitled to refunds or other compensation based on Between Sessions’ failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to You.
Between Sessions 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.
Limitation of Liability
IN NO EVENT SHALL Between Sessions OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS, OR LICENSORS 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 Between Sessions SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT Between Sessions 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 Between Sessions’ CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to You.
At Between Sessions’ request, you agree to defend, indemnify, and/or hold harmless Between Sessions, 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 You or your Team Members or Users of these Terms of Service, including without limitation your representations and warranties relating to your data, User Data; (ii) claims, losses, and causes of action asserted by any Users (including without limitation your clients or patients; (ii) use of the Between Sessions or your acts, omissions, or use of the Service, including without limitation your negligent, willful, or illegal conduct. In any matter in which you have agreed to indemnify Between Sessions, without the express written consent of Between Sessions, You may not settle any matter or admit liability if, upon doing so, you are admitting liability or fault on the part of Between Sessions. 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.
Suspension and Termination of Accounts
You may terminate this Agreement by closing your Account at any time for any reason. Subject to Between Sessions obligations pursuant to Section 8, in such event, Between Sessions shall have no further obligation or liability to You under this Agreement or otherwise. You may not suspend Your own Account. If you suspend Your Account, then the Account will be deemed terminated. Between Sessions may suspend or terminate Your Account, without notice, for breach if You violate this Agreement, or any terms regarding payment of required fees and charges due under this Agreement. Between Sessions 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. We may suspend or terminate Your Account (or the access of any Team Member) 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 Between Sessions or any third party. Under no circumstances, will you will be entitled to compensation or a refund for any interruption, suspension, or termination, and You acknowledge Between Sessions will have no liability to You or your Team Members or Users in connection with any interruption, suspension, or termination.
Termination of Licenses Upon Termination of Account
Upon termination of Your Account, all licenses granted by Between Sessions to use the Website, Software, and the Service will automatically terminate, and all User Data in Your Account will be retained no more than thirty (30) days after termination or expiration of Your Account or this Agreement, and deleted on expiration of such thirty (30) day time frame. You are responsible for exporting all account data and ensuring the secure preservation of PHI for your clients pursuant to federal and state law, and ethical requirements. During the time frame beginning on termination or expiration of Your Account, your access to the Service will be limited to downloading your User Data.
Liability for Unpaid Fees Upon Termination of Account
Upon termination by You or by Between Sessions 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 Between Sessions.
In the event of a Dispute between You and Between Sessions (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Norwalk, Connecticut. In the event there is any Dispute between You and Between Sessions that is determined not to be subject to arbitration pursuant to the preceding sentence, You agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Norwalk, CT. You agree that this Agreement and the relationship between you and Between Sessions shall be governed by the Federal Arbitration Act and the laws of the State of CT without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, 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 or litigate 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.
Disclaimer of Warranties as to Use Outside of the United States
Between Sessions is a United States-based service. We make no warranty or representation that any aspect of the Service is appropriate for use outside of the United States or may be used for persons who are not then 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.
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 Between Sessions 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.
Integration, Interpretation of Section Headings, and Severability
The agreements, understandings, and policies referenced in this Agreement sets forth the entire agreement and understanding between You and Between Sessions with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. Between Sessions reserves the right to modify this Agreement and Terms of Service at any time upon notification to you. If any future change is unacceptable to You, You should discontinue using the Service. 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 by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Between Sessions 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 Between Sessions Resources, Inc, Suite 333, 304 Main Ave, Norwalk, CT 06851.
No Responsibility for Acts or Omissions of Third-Party Service Providers
Between Sessions may refer names of certain third-party service providers (“Service Providers”) to you upon your request or in connection with the Service. Any Service Providers referred to You by Between Sessions are not owned or controlled by Between Sessions. You agree that Between Sessions 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 referred to you by Between Sessions. You agree to defend (at Between Sessions’ option), indemnify, and hold harmless Between Sessions from all damages, liabilities, claims, expenses, and losses relating to the referral of Service Providers to You.
Business Associate Agreement
For purposes of complying with the requirements of HIPAA to the extent applicable, You and Between Sessions agree to be bound by each of the terms and provisions of the Between Sessions Business Associate Agreement (the “BAA”) and which is incorporated in full by this reference. If any provision hereof is potentially or actually in conflict with the provisions of the Business Associate Agreement with respect to the treatment of Protected Health Information, the terms of the Business Associate Agreement shall prevail.
Transfer of User Data and Account Ownership
In the event that any Team Member who has access to the Service under the Account dies, becomes disabled or incapacitated, or otherwise is unable to provide services to any User, then the Account Owner will be solely responsible for arranging for the transfer of User Data, or modification of access, in compliance with applicable law and Section 4 of these Terms of Service. This includes, but may not be limited to, providing identity verification or execution of necessary authorizations that may be required by Between Sessions or by applicable regulations or licensing bodies. You agree that Between Sessions reserves the right to not transfer User Data or modify access if the foregoing is not provided to the extent required by applicable law. If the Account Owner dies, or otherwise becomes incapacitated, Between Sessions will attempt to identify an appropriate individual to transfer the Account Owner role pursuant to applicable law or regulation, and if an appropriate individual can be identified, will transfer the Account Owner role to that individual as outlined above. IT IS RECOMMENDED 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 THESE DIRECTIONS WITH A QUALIFIED AND TRUSTED INDIVIDUAL IN ADVANCE. Requests for transfer of the Account Owner role, either by the Account Owner or by an individual legally designated to assume Ownership, must be initiated by you by emailing: info@BetweenSessions.com. You agree that User Data that is PHI may only be accessed by or transferred to an appropriate party, pursuant to HIPAA rules and applicable state regulations.
Consent to Electronic Communications
Date Prepared: February 12, 2021