Terms Condition | Sessionaid

Terms Of Services for Practitioners

Last Updated December. 31, 2024

These Terms of Services (this "Terms of Services"), is a binding contract by and between you and Ceremindly LLC (dba SessionAid), an Arizona LLC, with principal place of business at 238 Wilson Ave Ste A #1097, Brooklyn, NY 11237 ("SessionAid," "we," or "us") and the licensed practitioner ("Practitioner," "you," or "your") using the Services and Ceremindly LLC (dba SessionAid) ("SessionAid," "we," or "us"). These Terms of Services govern your access to and use of the Website and Services.

THESE TERMS OF SERVICES TAKE EFFECT WHEN YOU CHECK THE CHECKBOX ACCEPTING THE TERMS OF SERVICES WHEN CREATING AN ACCOUNT OR BY ACCESSING OR USING THE SERVICES OR BY CREATING AN ACCOUNT. BY CLICKING ON THE CHECKBOX WHEN CREATING AN ACCOUNT OR BY ACCESSING OR USING THE SERVICES OR CREATING AN ACCOUNT YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICES; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICES AND, IF ENTERING INTO THESE TERMS OF SERVICES FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS OF SERVICES AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. THESE TERMS OF SERVICES APPLY TO ANY INDIVIDUALS OR ENTITIES THAT ACCESS THE SERVICES OR WEBSITE, AND YOU SHALL ENSURE THAT ALL INDIVIDUALS OR ENTITIES UNDER YOUR CONTROL ADHERE TO ALL TERMS LISTED HEREIN.

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICES, DO NOT USE THE WEBSITE OR SERVICES.

1. Definitions.

(a) “Applicable Laws” means all applicable laws, rules, and regulations, all guidelines, standards, and requirements including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the terms of the HIPAA Business Associate Agreement between you and SessionAid (“BAA”), incorporated in full by this reference. If any terms listed herein are potentially or actually in conflict with the provisions of the BAA with respect to the treatment of Protected Health Information, the terms of the BAA shall prevail.

(b) "Documentation" means SessionAid's user manuals, handbooks, and guides relating to the Services provided by SessionAid to Practitioner electronically available at support.sessionaid.com, and any mobile applications or social media sites (the “Website”).

(c) “Evaluation” means evaluation of the Services provided by SessionAid under the terms of these Terms of Services that are detailed on the Website.

(d) "Practitioner Data" means Practitioner’s patient or client Protected Health Information as defined under HIPAA Rules (“PHI”), information, data, recording, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Practitioner through the Services.

(e) "Service" means the software-as-a-service provided by SessionAid under the terms of these Terms of Services that are detailed on SessionAid's Website.

(f) "SessionAid IP" means the Services, the Documentation, Website, all improvements, enhancements, or modifications thereto, any software, applications, inventions, or other technology developed in connection with the Services or support services, all intellectual property provided to Practitioner in connection with the foregoing. For the avoidance of doubt, SessionAid IP includes any information, data, or other content derived from SessionAid's monitoring of Practitioner's access to or use of the Services but does not include Practitioner Data.

(g) “Subscription” means an agreement that you make with SessionAid to receive regular monthly Services and Website access and which you pay in advance.

2. Access and Use.

(a) Provision of Access. SessionAid hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services and Website during the Term solely for your internal business operations in accordance with the terms and conditions herein. Addition to any waitlist does not grant you access to any Services or the Website.

(b) Documentation License. Subject to the terms and conditions contained in these Terms of Services, SessionAid hereby grants you a revocable, non-exclusive, non-sublicensable, non-transferable license for you to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

(c) Use Restrictions. You shall not, and shall not permit any users to, use the Services or Website, any software component of the Services or Website, or Documentation for any purposes beyond the scope of the access granted in these Terms of Services. You shall not at any time, directly or indirectly, and shall not permit any users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, Website, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under these Terms of Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services, Website, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, (vi) that violates any Applicable Laws, or (v) use the Services or Website in a way that violates any terms contained herein or any SessionAid policies and procedures.

(d) Third Party Product and Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

(e) Reservation of Rights. SessionAid reserves all rights not expressly granted to Practitioner in these Terms of Services. Except for the limited rights and licenses expressly granted under these Terms of Services, nothing in these Terms of Services grants, by implication, waiver, estoppel, or otherwise, to Practitioner or any third party, any intellectual property rights or other right, title, or interest in or to the SessionAid IP.

(f) Suspension. Notwithstanding anything to the contrary in these Terms of Services, SessionAid may temporarily or permanently suspend Practitioner's access to any portion or all of the Services if: (i) SessionAid reasonably determines that (A) there is a threat or attack on any of the SessionAid IP; (B) Practitioner's use of the SessionAid IP disrupts or poses a security risk to the SessionAid IP or to any other Practitioner or vendor of SessionAid; (C) Practitioner is using the SessionAid IP for fraudulent or illegal activities; (D) subject to Applicable Law, Practitioner has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) SessionAid's provision of the Services to Practitioner is prohibited by Applicable Law or Practitioner is not using the Services as intended under the terms of these Terms of Services; (ii) any vendor of SessionAid has suspended or terminated SessionAid's access to or use of any third-party services or products required to enable Practitioner to access the Services; or (iii) in accordance with this Section 2 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). SessionAid shall use commercially reasonable efforts to provide written notice of any Service Suspension to Practitioner and to provide updates regarding resumption of access to the Services following any Service Suspension. SessionAid shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured, if applicable. SessionAid will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Practitioner may incur as a result of a Service Suspension.

3. Practitioner Responsibilities.

(a) Professional Qualifications. You represent and warranty that:

(i) you are a licensed medical or professional service provider who provides mental healthcare to patients or clients (“Professional Services”);

(ii) you have the following professional qualifications (“Professional Qualifications”):

(A) You must be appropriately licensed/certified/credentialed to practice in the state where your patient/client is located, and work under that state’s scope of practice;

(B) You are fully licensed to practice in the state you perform Professional Services without restriction or subject to any disciplinary or corrective action;

(D) You maintain sufficient professional liability insurance coverage

(b) Verification of Practitioner Licenses. Upon request, you shall provide SessionAid with accurate information to verify your Professional Qualifications. If you fail to provide adequate proof of your Professional Qualifications (as determined exclusively by SessionAid), SessionAid shall have the right to immediately terminate these Terms of Services and revoke all access to the Services and Website.

(c) Your Acknowledgment. You hereby acknowledge and agree that: (i) we are not in the business of providing mental healthcare, medical, or any other related services that are performed by you; (ii) you are solely responsible and liable for any Professional Services you perform on behalf of your patient or client ; (iii) we do not know your patient or client personally and can therefore not take into consideration the unique qualities of your patient or client when we generate any patient or client data; (iv) you are solely responsible and liable for any medical services, counseling advice, diagnosis, or treatment to your patient or clients and understanding the meaning of generic content that is generated from your patient’s information or client’s information. In other words, such generic content and information does not recognize the unique qualities that play a role in the personal health of your patient or client; and (v) we are not responsible or liable for any Practitioner Data and any data or content generated using Practitioner Data or the accuracy, validity, effectiveness, completeness, or usefulness of any information generated through your use of our Services.

(d) Account Use. You are responsible for selecting and keeping your passwords and access credentials associated with the Services confidential; and you will be responsible for utilizing an email address that you have access to and you will check it frequently for any communication from SessionAid. You will not share, sell, or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials. You are responsible and liable for all uses of the Services, Website, and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Services. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of unauthorized users.

(e) Equipment. The Services are provided via the Website, utilizing the Internet. You are responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access any Services and for paying all third-party access charges incurred while using the Service.

(f) Compliance with Laws.

(i) You will comply with all terms and conditions of these Terms of Services and all Applicable Laws.

(ii) You represent and warrant that it is your responsibility to obtain your patient’s/client’s consent (using a patient or client consent form that complies with HIPAA) before you record a session or use our Services.

(iii) You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you shall promptly contact us and provide details of the vulnerability or breach. You are responsible and liable for securing and maintaining backup copies of all the Practitioner Data.

(iv) Our Services are available only for use within the geographic boundaries of the United States of America. Any use of our Services outside the United States of America is strictly prohibited and unauthorized by SessionAid. Practitioner is liable for any violations of laws or regulations resulting from the unauthorized use of the Services outside the United States.

(g) Practitioner Data License. You hereby grant to us a non-exclusive, non-sublicensable, non-transferable license to use Practitioner Data during the Term solely for our internal purposes in connection with your use of our Services or as may be necessary for SessionAid to provide the Services to you. Notwithstanding anything to the contrary, SessionAid shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Practitioner Data and data derived therefrom), and SessionAid will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other SessionAid offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

(h) Privacy Policy. You will ensure that Practitioner Data and any use of Practitioner Data will not violate our Privacy Policy referenced in and incorporated into these Terms of Services or any Applicable Laws. You are solely and exclusively responsible for (i) informing your mental health patients or clients about the collection and processing of their data and (ii) any PHI data generated, and the development, content, operation, maintenance, and use of Practitioner Data.

(i) Third-Party Products and Services. The Services may permit access to third-party products and services. For purposes of these Terms of Services, such third-party products and services are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such third-party products and services, then you should not install, access, or use such third-party products and services.

4. Fees and Payment Terms.

(a) Fees. You will pay SessionAid the fees as described on the Website ("Fees"). You authorize us and our third-party payment processor(s) to charge your payment method for the Fees. All payments are nonrefundable. We will charge your payment method for Services on a monthly basis. Payment of the Fees in full will entitle you to the designated level and amount of access for the designated period of time. We may change the price of your fees by notifying you ahead of your next payment. Such fees shall be posted on the Website. Any and all Fees or credits shall expire at the end of the month or the Evaluation Period (whichever is applicable) and you shall not be eligible for any refunds or credits for unused Services or credits. SessionAid utilizes the payment processing services of Stripe and its terms and conditions can be found here (incorporated herein): https://stripe.com/privacy. All prices and plans are subject to change with SessionAid's Discretion.

(b) Evaluation of Services. Upon the expiration of the Evaluation Period as stipulated on the Website, if Practitioner has not activated a Subscription (either paid or via a promotion extended Evaluation Period), these Terms of Services shall terminate and any and all Practitioner Data shall be permanently deleted and all access revoked, pursuant to Section 9(d) of these Terms of Services.

(c) Additional Fees. If Practitioner’s use of the Services exceeds the amount set forth on the Website or otherwise requires the payment of additional fees (per the terms of these Terms of Services), Practitioner shall be automatically charged for such usage and Practitioner agrees to pay the additional fees in the manner provided herein. SessionAid reserves the right to change the Fees or applicable charges thirty (30) days prior to the end of then-current Term. If Practitioner believes that SessionAid has charged Practitioner incorrectly, Practitioner must contact SessionAid no later than 60 days after the invoice date in order to receive an adjustment or credit. All inquiries should be directed to SessionAid’s customer support department. For custom requests outside the scope of Services described on the Website or these Terms of Services, and upon acceptance by SessionAid, an hourly rate will be charged with a minimum 50% deposit of estimated charges. SessionAid will provide an estimate prior to the start of any special requests for by Practitioner. For clarity purposes, this Section does not obligate SessionAid to provide any additional services (including updates to the Website) beyond those listed herein.

(d) Late Payments. If Practitioner fails to make any payment when due, without limiting SessionAid's other rights and remedies: (i) SessionAid may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (ii) Practitioner shall reimburse SessionAid for all costs incurred by SessionAid in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 45 days or more, SessionAid may suspend, in accordance with Section 2(f), Practitioner's access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Practitioner under these Terms of Services are exclusive of taxes and similar assessments. Practitioner is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Practitioner hereunder, other than any taxes imposed on SessionAid's income.

5. Confidential Information. From time to time during the Term, SessionAid and Practitioner may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under these Terms of Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under these Terms of Services, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations of non-disclosure will survive the termination or expiration of these Terms of Services for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.

6. Privacy Policy. SessionAid complies with its privacy policy, available at https://sessionaid.com/privacy-policy ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information such as Practitioner Data to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the version of our Privacy Policy.

7. Artificial Intelligence. We use artificial intelligence technology (“AI”) that is embedded in the software, including machine learning algorithms in order to provide you Services. As described on the Website, we use AI to perform various functions, which may include data analysis, predictions, recommendations, or other intelligent operations; however, our software AI capabilities are based on the available data and algorithms at the time of use. Therefore, you acknowledge that: (i) the accuracy and performance of the AI may vary based on the quality and quantity of the data; and (ii) the AI capabilities of our Services may not be accurate or error-free, and that results obtained from using our Services should be considered draft versions that need to be verified and validated independently by you. You are solely responsible and liable to (A) evaluate the accuracy of any Practitioner Data and any data that is generated using our Services and (B) assess any data we generate using your Practitioner Data and exercise discretion in making decisions based on such data. SessionAid makes no representation or warranty as to the accuracy or reliability of reports, projections, notes, certifications, hallucinations, LLM output/responses, opinions, representations, or any other information prepared or derived from the Services or Website. SessionAid shall not be liable for any claims of reliance on any information or that the information does not comply with federal, state, or local laws or regulations. You acknowledge and agree that SessionAid utilizes open source technology through MIT license, which shall be included herein and may be reviewed here: https://opensource.org/license/mit/.

8. Intellectual Property Ownership; Feedback. As between you and us, (i) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (ii) you own all right, title, and interest, including all intellectual property rights, in and to Practitioner Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Data Storage and Deletion

(a) As a platform that allows for drafts of session notes, and the way in which the platform was designed, SessionAid should not be considered an Electronic Health Records platform ("EHR") and should not be considered Practitioner’s solution for long term record storage of Practitioner Data for regulatory or other reasons. Practitioner is responsible for downloading or copying from SessionAid all Practitioner Data, including transcripts and/or notes, that Practitioner needs for record retention for regulatory or any other reason.

(b)Due to the design our backup system policies required by HIPAA, Practitioner Data may not be entirely removed from our servers for up to 30 days when any Practitioner Data is deleted from a Practitioner’s SessionAid account. For these special backups, Practitioner Data is stored in a special manner and data is not useable in SessionAid platform once it has been deleted from Practitioner’s account.

(d) Once marked for deletion pursuant to the terms herein, any and all Practitioner Data shall be deleted by SessionAid no earlier than the 30th day following the completion of the Evaluation Period OR of the the termination of a Subscription (Renewal of a paid Subscription is not made) OR Termination of a Subscription by SessionAid (the "Deletion Date"). Prior to the Deletion Date, you shall have the right (and are encouraged) to download any and all Practitioner Data, pursuant to applicable law. Upon the Deletion Date, these Terms of Services shall terminate and all Practitioner Data will be permanently deleted and all access revoked, regardless of whether Practitioner actually downloaded all of its data.

10. Limited Warranty and Warranty Disclaimer.

(a) SessionAid Warranty. SessionAid warrants that it provides Services using a commercially reasonable level of care and skill and will comply with all Applicable Laws.

(b) Practitioner Warranty. You warrant that you will comply with all Applicable Laws and any terms listed herein or directives provided by SessionAid.

(c) Disclaimer. EXCEPT TO THE EXTENT PROHIBITED BY LAW, THE SERVICES AND ANY THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND SESSIONAID SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SESSIONAID SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SESSIONAID MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS, DATA, PRACTITIONER DATA OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICES.

11. Indemnification. Practitioner shall indemnify, hold harmless, and, at SessionAid's option, defend SessionAid and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on: (i) Practitioner’s use of the Services, including Practitioner Data and any Practitioner Data generated in connection with the Services; (ii) Practitioner’s breach of these Terms or violation of Applicable Laws; (iii) Practitioner Data, or any use of the Practitioner Data infringes or misappropriates such third party's US intellectual property rights; or (iv) Practitioner's negligence or willful misconduct or use of the Services in a manner not authorized by these Terms of Services. Practitioner may not settle any Third-Party Claim against SessionAid unless SessionAid consents to such settlement, and further provided that SessionAid will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

12. Limitations of Liability. IN NO EVENT WILL SESSIONAID BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SESSIONAID WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SESSIONAID'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $1000.

13. Initial Term, Automatic Renewal, and Termination.

(a) Term. These Terms of Services shall commence when Practitioner completes registration and has access to the Website and shall continue, unless sooner terminated pursuant to this Section 13.

(b) Automatic Renewal. These Terms of Services and your access to the Services shall automatically renew on a monthly basis, so long as you have paid your Fees in full to SessionAid. Any and all renewals and access/use of the Services and Website will be governed by the Terms of Services then in effect, subject to any change in Fees in accordance with Section 4. Upon termination or expiration of your Subscriptions, these Terms of Services shall terminate and any and all Practitioner Data shall be permanently deleted and all access revoked, pursuant to Section 9(d) of these Terms of Services.

(i) Practitioner may terminate these Terms of Services by closing their account associated with the Service, pursuant to the instructions provided by SessionAid. All Practitioner Data must be downloaded prior to closing the account associated with the Service. It is Practitioner’s responsibility to ensure this is done prior to termination.

(ii) SessionAid may terminate these Terms of Services for any reason.

(iii) Either party may terminate these Terms of Services, pursuant to law, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(iv) and any right, obligation, or required performance of the parties that the BAA or Applicable Law which, by their express terms or nature and context, are intended to survive termination or expiration of these Terms of Services, will survive any such termination or expiration.

(d) Effect of Termination. Upon termination of these Terms of Services:

(i) No expiration or termination of these Terms of Services will affect Practitioner's obligation to pay all Fees that may have become due before such expiration or termination or entitle Practitioner to any refund.

(ii)SessionAid shall remove access to the account and all Practitioner Data shall be permanently deleted, pursuant to Section 9(d) of these Terms of Services and you shall not be entitled to any refunds.

(e) Survival. This Section, 12(d), Sections 1, 4, 5, 6, 8, 10, 11, 12, 15, 16, 18, 19, and any right, obligation, or required performance of the parties in these Terms of Services which, by its express terms or nature and context is intended to survive termination or expiration of these Terms of Services, will survive any such termination or expiration.

14. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms of Services or any Services or our Website from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on www.sessionaid.com or within the SessionAid Service application when you login to your account / and/or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. SessionAid will provide reasonable advance notice of changes to any service level that SessionAid reasonably anticipates may result in a material reduction in quality or services.

15. Governing Law and Jurisdiction. These Terms of Services are governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona. Any legal suit, action, or proceeding arising out of or related to these Terms of Services or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona in each case located in the County of Maricopa, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.

16. Claims. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST SESSIONAID ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Any third-party claim, suit, action, or proceeding (“Claim”) must be filed within one (1) year after such Claim arose regardless of any status or law to the contrary. In the event any such Claim is not filed within such one (1) year period, such Claim shall be barred.

17. Force Majeure. SessionAid shall not be liable or responsible to Practitioner, nor be deemed to have defaulted or breached these Terms of Services, for any failure or delay in fulfilling or performing any term of these Terms of Services when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of SessionAid including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, Practitioner shall be entitled to give notice in writing to SessionAid to terminate these Terms of Services.

18. Severability. If one or more provisions of these Terms of Services are held to be unenforceable under applicable law, such provisions shall be excluded from these Terms of Services and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

19. Miscellaneous. These Terms of Services constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. any Service of Process notices to Ceremindly LLC dba SessionAid 9375 E. Shea Blvd, Ste 100, SCOTTSDALE, AZ 85260 must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms of Services by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms of Services are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms of Services and to delegate any of its obligations hereunder.

20. Technical Requirements and Security. You shall access the Website and Services via Internet enabled devices with a recommended and supported web browser as listed in the SessionAid FAQ page.