VIRTUAL-COUNSELING.COM, LLC
TERMS OF SERVICE & USE

The following terms and conditions by Virtual-Counseling.com, LLC (“Virtual-Counseling.com”, “VC”, “we,” or “us”), apply to Virtual-Counseling.com, LLC and Virtual-Counseling.com website(s), and any related applications, online services and mobile applications provided by Virtual-Counseling.com (collectively, the “Services” and “Use”). These Terms of Service and Use, together with our Privacy Policy (collectively, this “Agreement”) govern your use of the Services.

The Agreement applies to any registered or a non-registered patient, client or other user of the Services (“User”), including a doctor, therapist, or other healthcare specialist, professional or provider using the Services in connection with a healthcare-related practice or other organization (“Service Provider”).

BY USING OR OTHERWISE ACCESSING THE SERVICES, AND/OR BY REGISTERING WITH US, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE, YOU CANNOT USE THE SERVICES.

PLEASE SEE SECTIONS 9 AND 10 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR WEBSITES, SERVICES, TERMS OF SERVICE OR PRIVACY POLICY.

1. INTRODUCTION
   1. About The Services

The Services include User scheduling, reminders, to-do lists, provision of patient records and billing information, and related features that can be used by Users and Service Providers. We are not responsible for content, information, guidance, or other materials that are provided to you through the Services by Service Providers, including responses to your questions or healthcare advice by medical professionals. Such information is provided to Users from a Service Provider pursuant to a separate doctor-patient or other relationship directly between those parties.

1. 1. Effective date and modifications

This Agreement is effective as of 01/01/08

This Agreement may be revised or updated by Virtual-Counseling.com from time to time in its sole discretion. Where appropriate, Virtual-Counseling.com will provide notice to you as provided in Section 15 below. By continuing to access or use the Services after the effective date of any such change, you agree to be bound by the modified Agreement.

1. USE OF THE SERVICES AND YOUR ACCOUNT
   1. Permitted Users

By using the Services or registering an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement. If you are the parent, legal guardian, or duly authorized personal representative of an individual, you may use the Services on behalf of this individual. If you are consenting on behalf of an entity, you represent and warrant that you are duly authorized to act on behalf of the entity and accept this Agreement on behalf of the entity.

You further agree that as a condition to accessing the Services, you will submit to account verification as reasonably required by Virtual-Counseling.com and provide only true and accurate identification documentation to Virtual-Counseling.com (or its third-party service providers) to verify your age and other Account-related information.

By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and will abide by all of the terms and conditions herein.

1. 1. Establishing an Account and Using the Services

Portions of the Services are viewable without registering with us, but to actively use the primary Services or have us process certain personal and health information, you may be required to register for the Services (an “Account”) and affirmatively accept the terms of this Agreement, including the Privacy Policy.

Only one person may use each Account. You agree to provide accurate, current and complete information about yourself or the individual you represent (as described above) when using the Services, such as in the registration form and with provided account management tools to update Account information. You may be required to choose an Account name to identify yourself to Virtual-Counseling.com in connection with your Account.

1. 1. Responsibility for Use of Account

You are responsible for all activities conducted through your Account. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) in connection with your Account, we may suspend or terminate your Account as described in Section 11.

1. 1. Selection and Use of Account Password

You are responsible for providing an Account password, maintaining its confidentiality, and any harm resulting from your disclosure of the password to any other person. At no time should you respond to an online request for a password other than the log-on process for the Services.

1. 1. Fees and Billing for Service Providers

For Service Providers using the Services:  Virtual-Counseling.com provides certain aspects of the Services to you pursuant to fees and other conditions set forth herein or on our website. We may add new services for additional fees and charges, or prospectively amend fees and charges for existing services. You acknowledge that it is your responsibility to ensure payment in full for all paid aspects of the Services, and to ensure that your credit or debit cards or other payment instruments accepted by Virtual-Counseling.com continue to be valid and sufficient for such purposes.

1. 1. Modification of Service

We may add, modify, or eliminate aspect(s), features or functionality of the Services from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for other commercially-reasonable purposes.

1. USER DATA AND INTELLECTUAL PROPERTY RIGHTS
   1. Your Rights and Obligations with Respect to Your User Data

Any information that you upload or submit to us in connection with the Services or your Account, including but not limited to Protected Health Information (defined below), is referred to in this Agreement as “User Data”. You retain all Intellectual Property Rights in your User Data, subject to the rights, licenses, and other terms of this Agreement. “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.

You affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use—and authorize Virtual-Counseling.com to use—the User Data you provide in the manner described by this Agreement.

You agree that by providing any User Data in connection with the Services or your Account, you are granting Virtual-Counseling.com a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data non-publicly and internally to Virtual-Counseling.com for the purposes of providing the Services. You agree that the license includes the right to copy, analyze and use any of your User Data as Virtual-Counseling.com may deem necessary or desirable for troubleshooting, debugging, testing, supporting, enhancing or developing services in connection with the Services and future improvements to the Services. The license granted in this section is referred to as the “Services Data License.” You also acknowledge that the Services Data License granted to Virtual-Counseling.com with respect to your User Data will survive the termination of your Account to permit Virtual-Counseling.com to retain server copies with User Data, including for back-up, debugging, testing and record retention and legal purposes.

If you send us feedback, ideas, suggestions, or other materials in regard to the Services (other than your User Data), you waive any potential Intellectual Property Rights and agree that we are free to use it for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

1. 1. Protected Health Information, User Data and Use of Your Information

Virtual-Counseling.com will make no use of “Protected Health Information” (“PHI,” as defined by law at 45 C.F.R. § 160.103) except as permitted by this Agreement and applicable law, including but not limited to the Health Insurance Portability and Accountability Act of 1996, and any implementing regulations, as amended (“HIPAA”). With respect to all User Data, including PHI, Virtual-Counseling.com will comply with the terms of its Privacy Policy, which is found at https://www.therapynotes.com/legal/privacypolicy/.

Virtual-Counseling.com will make commercially reasonable efforts to maintain the Services in a manner that includes appropriate administrative, technical and physical security measures designed to protect the confidentiality, availability and integrity of User Data, including PHI as required by HIPAA.

1. 1. Virtual-Counseling’s' Rights

Except for User Data, Virtual-Counseling.com (or its licensors) own all rights, title, and interest to the Intellectual Property Rights in the Services, including the software, content, data, websites, and servers. Virtual-Counseling.com owns all Intellectual Property Rights in and to its trademarks, service marks, trade names, logos, domain names, taglines, and trade dress.

1. 1. Limited License

Virtual-Counseling.com hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Services while you agree to and comply with this Agreement. You may not: (i) enable any person or entity not so authorized by Virtual-Counseling.com to use or access the Services; (ii) attempt to copy, create derivative works, or infringe any Intellectual Property Rights in the Services; (iii) use the Services for another party or as otherwise prohibited herein; (iv) alter or modify the Services; (v) transfer your Account or the Services to anyone else; or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Services or otherwise attempt to derive the source code for the Services.

1. 1. Third Party Rights

You agree that you will not upload, publish, or submit to the Services any User Data that is subject to the Intellectual Property Rights or other proprietary rights of another party, including any trade secret or privacy rights, unless you have permission to convey to us all license rights required under this Agreement. You agree that Virtual-Counseling.com will have no liability for, and you agree to defend, indemnify, and hold Virtual-Counseling.com harmless for, any claims, losses or damages arising out of or in connection with your unlawful or otherwise improper use or provision of any User Data in connection with the Services.

1. HEALTH-RELATED INFORMATION
   1. We Do Not Provide Crisis Medical Advice or Services

Our Services are intended to foster enhanced communications and coordination between our Users and Service Providers, including healthcare professionals.

DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER. DO NOT USE THE SERVICES FOR MEDICAL EMERGENCY NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND 911. YOUR USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.

We do not recommend or endorse any specific Service Providers, tests, procedures, opinions, or other information that may appear through the Services. If you rely on any information provided through the Services, you do so solely at your own risk.

Our Services are provided to Users through TherapyPortal.com HIPAA compliant platform. Usual, customary and any other charges for any medical or related services rendered by Service Providers will apply and will be entirely your responsibility (including through your insurance). You must resolve any dispute between you or any Service Provider directly with the individually contracted, Service Provider, even if scheduling or other interactions were facilitated by Virtual-Counseling.com.

1. 1. No Doctor Patient Relationship

WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO OUTCOME OF PROFESSIONAL SERVICES, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION OR OTHER INFORMATION THROUGH THE SERVICES. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL LISTED OR ACCESSIBLE. IN NO EVENT SHALL VIRTUAL-COUNSELING.COM BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH INFORMATION.

We have no control over and cannot guarantee the availability of any Service Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting or arising from or related to the use of the Services whatsoever.

You are strongly advised to perform your own investigation prior to selecting a Service Provider by making confirming telephone calls to the appropriate licensing or certification authorities to verify listed credentials and education, and to further verify information about a particular Service Provider by confirming with the Service Provider’s office, your current Service Provider, the medical association relative to the Service Provider’s specialty and your state medical board.

1. 1. Authorization And Acknowledgement; Important Information About Service Provider Relationships And Lists

In connection with using the Services to locate and schedule appointments with Service Providers, you understand that YOU ARE ULTIMATELY RESPONSIBLE FOR CHOOSING YOUR OWN SERVICE PROVIDER.

Service Providers listed or accessible through the Services with whom you may book appointments enter into contracts with us and such Service Providers generally pay us a fee in order to be listed and/or marketed through the Services. We may provide you with lists and/or profile previews of Service Providers who may be suitable to deliver the healthcare that you are seeking based on information that you provide to us (such as insurance information, proximity to your geographical location, and specialty of the Service Provider). In an effort to aid in the discovery of Service Providers and enable the maximum choice and diversity of Service Providers who participate in the Services, these lists and/or profile previews may also be based on other criteria (including, for example, Service Provider availability, past selections by and/or ratings of Service Providers by you or by other of our users, and past experience of our users with Service Providers); but we (a) do not recommend or endorse any Service Providers, (b) do not make any representations or warranties with respect to these Service Providers or the quality of the healthcare services they may provide, and (c) do not receive any additional fees from Service Providers for featuring them (i.e., higher or better placement on lists) through the Services.

IN CONNECTION WITH THE SERVICES, YOU MAY AFFIRMATIVELY DIRECT AND AUTHORIZE US TO SHARE YOUR INFORMATION WITH ONE OR MORE SPECIFIED SERVICE PROVIDER(S), INCLUDING YOUR PERSONAL INFORMATION AND PROTECTED HEALTH INFORMATION.

1. 1. Editorial Control

We make the Services available as a service to Users, including Service Providers, for the purposes of providing an informative and educational resource. We may, but have no obligation to, have information posted through the Services reviewed by our editorial personnel. It is important to note, however, that the timeliness, accuracy, and completeness of any or all such information is not guaranteed. Neither the authors, editorial personnel, nor any other party involved in the preparation or publication of information through the Services can assure you that the information contained herein is in every respect accurate or complete, and we and they are not responsible for any errors or omissions or for the results obtained from the use of such information.

You are encouraged to independently confirm the information provided through the Services with other sources and to seek the advice of a qualified Service Provider.

1. 1. Service Provider Information

Service Provider and other information that may be made available through the Services is intended for general reference purposes only. Service Provider information available through the Services may be provided by the Service Provider and/or multiple other data sources not validated by the Service Provider. Information may become out of date, incomplete or inaccurate. The Services do not provide any advice, qualification or certification about any particular Service Provider. You are encouraged to independently verify any such information.

1. 1. Procedures/Products/Services

The procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or clinical situations. We make no claims as to the safety, appropriateness, or effectiveness of any procedures, products, services or devices. Any products and/or services represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.

1. USER RESPONSIBILITIES
   1. Prohibited Uses of the Services

You are responsible for all use of the Services and for all use of your Account credentials, including use by others to whom you have given your credentials in violation of this Agreement.

• You may only use the Services for lawful purposes;
• Use of the Services is limited to personal, non-commercial purposes except if you are registered with us as a Service Provider;
• You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services;
• You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means; and
• You may not post, display or transmit User Data that violates any applicable law, the rights of any third party, or is defamatory, indecent, discriminatory or otherwise inappropriate.

Without limiting any of the foregoing, you may not (and may not to allow any third party to):

• Copy, modify, adapt, translate, or reverse engineer any portion of the Services, its content or materials;
• Remove any copyright, trademark or other proprietary rights notices contained in or on the Services or in or on any content or other material obtained via the Services;
• Use, without permission, any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Services;
• Access or retrieve any portion of the Services for purposes of constructing or populating a searchable database of reviews or other information related to the healthcare industry or Service Providers;
• Reformat or frame any portion of the web pages that are part of the Services;
• Fraudulently misuse the Services, including scheduling an appointment with a Service Provider which you do not intend to keep;
• Create user accounts by automated means or under false or fraudulent pretenses;
• Collect or store personal data about other users in connection with the prohibited activities described in this paragraph;
• Accumulate or index, directly or indirectly, any portion of the Services (including, without limitation, Service Provider or practice information, appointment availability, and price information) for any purpose whatsoever; or
• Use any means, including software means, to conduct web scraping of any portion of the Services.

Any violation by you of the terms of this section may result in immediate suspension or termination of your Account without any refund or other compensation. In addition, we may take any measures deemed appropriate, including legal action and technical remedies, to respond to or prevent violation of this provision and enforce these terms.

1. 1. No Spam

You may not use contact information provided by our users or Service Providers, or harvest such information for the purpose of sending, or to facilitate the sending of, unsolicited bulk communications, such as SPAM. You may not allow others to use your account to violate the terms of this section. We may terminate your Account or access to the Services immediately and take other legal action if you or anyone using your credentials violates these provisions.

1. RESPONSIBILITIES FOR USERS WHO ARE SERVICE PROVIDERS

In addition to the responsibilities in the foregoing section, if you are a Service Provider or other person or entity in the healthcare or medical industries, you acknowledge and agree that:

• You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other information of another Service Provider for any purpose other than your own personal, non-commercial use, such as a patient or prospective patient with that Service Provider, or in connection with assisting a patient or prospective patient with a referral;
• You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and
• You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
• You are responsible for setting your configurable security settings in alignment with HIPAA requirements including security monitoring, reporting and notification of security incidents to Virtual-Counseling.com, network connectivity redundancy (as needed), disaster recovery in accordance with HIPAA requirements, and administering end user access to limit access appropriately.

1. NO RESPONSIBILITY FOR ACTS OF OMISSIONS OF THIRD-PARTY WEBSITES

The Services may contain links to or otherwise support connections to third-party websites or other online services that are not owned or controlled by Virtual-Counseling.com. Portions of the Services may also be embedded within third party websites. Virtual-Counseling.com is not responsible or liable for the content, policies, or practices of any third-party websites or online services. Please consult any applicable terms of use and privacy policies provided by the third party for such websites or online services.

1. INTERRUPTION OF SERVICES OR USER DATA LOSS

Virtual-Counseling.com may on occasion need to interrupt the Services with or without prior notice to protect the integrity or functionality of the Services. Virtual-Counseling.com will not be liable for any interruption of the Services (whether intentional or not), and you will not be entitled to any refunds of fees or other compensation for an interruption of Services. Likewise, in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.

1. LEGAL LIABILITY AND RELEASES

1. 1. Releases

You agree not to hold Virtual-Counseling.com liable for the content, actions, or inactions of other users of the Services or of other third parties. As a condition of access to the Services, you release Virtual-Counseling.com (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 Services or with other third parties, including whether or not Virtual-Counseling.com becomes involved in any resolution or attempted resolution of the dispute.

If you are a Florida resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

1. 1. Disclaimer of Other Express and Implied Warranties

THERAPYNOTES PROVIDES THE SERVICES (INCLUDING WITHOUT LIMITATION ANY SOFTWARE, WEBSITES, SERVERS, ONLINE SERVICES, YOUR ACCOUNT, AND USER DATA) 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 SERVICES OR CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS, YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, THERAPYNOTES AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON THERAPYNOTES’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICES ON THIS BASIS. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

Virtual-Counseling.com engages in commercially reasonable efforts to protect the confidentiality, availability and integrity of the Services, but it cannot guarantee continuous, error-free, secure and virus-free operation at all times, and you understand that you shall not be entitled to refunds or other compensation based on Virtual-Counseling.coms’ 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. To the extent applicable (i.e., for Service Providers), Virtual-Counseling.com does not guarantee that by mere use of the Services you will be in compliance with HIPAA, and you understand and agree that you are responsible for maintaining any other administrative, technical and physical measures required to maintain appropriate information security with respect to PHI you create, receive, maintain, and/or transmit and to otherwise comply with HIPAA.

1. 1. Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION OR ACCOUNT. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID FOR THE SERVICES.

IN NO EVENT SHALL  VIRTUAL-COUNSELING.COM OR ANY OF ITS DIRECTORS, OWNERS, OFFICERS, EMPLOYEES, SHAREHOLDERS, 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 SERVICES (INCLUDING ITS MODIFICATION OR TERMINATION), THERAPYNOTES SOFTWARE, WEBSITES, SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT THERAPYNOTES MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 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.

1. 1. New Jersey Residents

Notwithstanding any term herein, this Agreement does not limit your rights or our obligations under any applicable statute or law to the contrary, including types and amounts of recovery; nor do they excuse us from any duty to avoid causing harm by means of gross negligence, recklessness, or intentional misconduct; nor do they disclaim our duty of care to our invitees; nor do they require you to defend and indemnify us in the event that any loss is caused by our negligence.

1. 1. Indemnification

At Virtual-Counseling.coms’ request, you agree to defend, indemnify and hold harmless, its Virtual-Counseling.com officers, owner, manager, 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 of this Agreement, including without limitation your representations and warranties relating to your User Data; or (ii) your acts, omissions or use of the Services, including without limitation your negligent, willful or illegal conduct. 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.

1. 1. Legal Relationship Between You and Virtual-Counseling.com; No Third-Party Beneficiaries

You acknowledge that your participation in the Services, including your creation or uploading of User Data to the Services, does not make you a Virtual-Counseling.com employee or agent, and that you do not expect to be, and will not be, compensated by Virtual-Counseling.com for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third-party beneficiaries, intended or implied, under this Agreement.

1. DISPUTE RESOLUTION AND ARBITRATION

In the event of a dispute between you and Virtual-Counseling.com, 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 Miami, Florida. Notwithstanding the foregoing, either party may seek strictly injunctive or other non-monetary equitable relief to protect or enforce its Intellectual Property Rights in court. In the event that there is any dispute between you and Virtual-Counseling.com that is determined not to be subject to arbitration, exclusive jurisdiction and venue shall be in state or federal court in the City and County of Miami-Dade, Florida.

PURSUANT TO THIS AGREEMENT, YOU WAIVE ANY RIGHTS TO BRING, AND AGREE NOT TO PARTICIPATE IN, ANY CLASS ACTION, CONSOLIDATED, MULTI-DISTRICT OR COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Unless both you and Virtual-Counseling.com agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

You agree that this Agreement and the relationship between you and Virtual-Counseling.com shall be governed by the laws of the State of Florida without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.

1. TERMINATION
   1. Termination by You

You may terminate this Agreement by closing your Account at any time for any reason. Virtual-Counseling.com shall have no further obligation or liability to you under this Agreement or otherwise, except as required by law (e.g., HIPAA).

1. 1. Termination by Virtual-Counseling.com

Virtual-Counseling.com may suspend or terminate your Account for breach if you violate this Agreement or any other policies posted on the Services. Upon termination, you will remain liable for any unpaid amounts owed by you to Virtual-Counseling.com.

We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Virtual-Counseling.com or any third party. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge Virtual-Counseling.com will have no liability to you in connection with such suspension or termination. We may also cancel or suspend your registration for any other reason, including inactivity for an extended period, but will attempt to notify you in advance of such cancellation or suspension.

Upon termination of your Account, all licenses granted by Virtual-Counseling.com to use the Services will automatically terminate.

1. INTERNATIONAL CONSIDERATIONS

Virtual-Counseling.coms’ Services are based in the United States. Virtual-Counseling.com makes no representation that any aspect of the Services is appropriate or available for use outside of the United States. Those who access the Services from other locations are responsible for compliance with applicable local laws. The Services may be subject to applicable export laws and restrictions.

1. ASSIGNMENT OF AGREEMENT AND ACCOUNT

You may not assign this Agreement or your Account without the prior written consent of Virtual-Counseling.com. You may not transfer or sublicense any licenses granted by Virtual-Counseling.com in this Agreement without the prior written consent of Virtual-Counseling.com.

Virtual-Counseling.com 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) to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other change in control of our company to another entity. We will use reasonable efforts to notify you regarding any such change of ownership.

1. INTEGRATION, INTERPRETATION OF SECTION HEADINGS AND SEVERABILITY

This Agreement (including anything incorporated by reference) sets forth the entire agreement and understanding between you and Virtual-Counseling.com with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and Virtual-Counseling.com that is signed by a duly authorized representative of both parties and expressly references amendment of this Agreement. 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 in reliance on communications not part of this Agreement.

The section headings used herein, including descriptive summary sentences at the start of each section, is 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.

No waiver of by us of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

1. NOTICES AND QUESTIONS FOR VIRTUAL-COUNSELING.COM

Virtual-Counseling.com may provide notice to you and obtain consent from you (1) through the Services; (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.

Please direct all notices, questions or concerns regarding this Agreement or the Services to us at: Support@Virtual-Counseling.com.

1. DMCA POLICY
   1. Generally

Virtual-Counseling.com will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”). The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When a valid DMCA notification is received, the service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed. On receiving a valid counter-notification, we generally restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.

1. 1. Filing a Notification

A written notification must be made. This can be done either by fax or written letter (regular mail or courier). Emails will not be accepted unless a prior arrangement has been made. The notification must:

1. 1. • Identify in sufficient detail the copyrighted work that you believe has been infringed upon (i.e., describe the work that you own).
      • Identify the item that you claim is infringing on your copyright.
      • Provide a reasonably sufficient method of contacting you; phone number and email address would be preferred.
      • Include the following statement: "I have good faith belief that the use of the copyrighted materials described above and maintained by the Services is not authorized by the copyright owner, its agent, or by protection of law."
      • Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
      • Sign the paper.

Please note: The DMCA provides that you may be liable for damages (including costs and attorney’s fees) if you falsely claim that an item is infringing your copyrights. We recommend contacting an attorney if you are unsure whether an object is protected by copyright laws.

Send request for faxed document to the designated Copyright Agent at: Services@Virtual-Counseling.com.

1. 1. Filing a counter-notification
      • List the items that were removed by Virtual-Counseling.com
      • Provide your name, address, telephone number, email address (if available).
      • State that you consent to the jurisdiction of Federal District Court for the judicial district of Miami-Dade County, Florida (or Miami, Florida, if your address is outside of the United States).
      • State that you will accept service of process from the person who provided notification to us of the alleged infringement or an agent of such person.
      • State the following: "I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
      • Sign the paper.

Send request for faxed document to the designated Copyright Agent at: Service@Virtual-Counseling.com.