Provider Terms of Service

Last Updated: 11/08/2023

These Provider Terms of Service (“Provider Terms”) contain the terms and conditions pursuant to which Diall, Inc. (“Diall”, “we”, or “us”) makes available its software platform (the “Platform”) and services made available on the Platform (the “Services”), accessible either via our website (“Website”) or mobile app (“App”).

By clicking your agreement to these Provider Terms, or otherwise accessing or using the Platform, you acknowledge that act is your electronic signature and that you have read, understood, and agree to be bound by these Provider Terms, which is a binding contract between you and the Diall.

Arbitration notice: except for certain types of disputes described in the arbitration clause below, you agree that disputes between you and Diall will be resolved by mandatory binding arbitration and you waive any right to participate in a class-action lawsuit or class-wide arbitration.

1. Modification of Terms

Diall reserves the right to modify, amend, or change these Provider Terms at any time. Notice of any material change will be posted on the Platform or otherwise communicated to you and will be implemented for your account on your next renewal. Your continued use and renewal of your account following such changes constitutes your acceptance of any change, and you will be legally bound by the updated Provider Terms.
2. Our Services

a. Our Platform provides Services that allow individuals that are licensed or registered therapy service providers, including those that are LCSW, LICSW, LISW, LICSW, LMFT, LCMFT, LIMFT, LMHC, LCMHC, LMHP, LPMHC, LPC, LPCC, and/or LCPC (each, a “Provider”), to connect with their clients and manage their practice. The Platform and Services are not intended to be a replacement for Provider’s electronic health or medical record system, but solely as a practice management tool. The scope of the Services made available via the Platform may change from time to time and may vary between Website and App. We will use commercially reasonable efforts to notify our registered Providers of material changes in the Services in advance, but we cannot make any guarantees that certain Services are or will remain available.

b. Each Provider’s clients (“Clients”) may be required to agree to the Platform’s Acceptable Use Policy and other terms and conditions that may be posted from time to time. For Clients who are minors or otherwise under a legal guardianship, it is Provider’s sole responsibility to ensure that the Client’s parent or legal guardian agrees to the Platform terms and policies.
3. Data Privacy

Your registration and use of the Platform is subject to the Diall Privacy Policy which provides information on our data privacy practices in our capacity as a data controller. For Provider’s Client information, we are a data processor. Please note that our Platform and Services are not intended for protected health information as defined and regulated by the Health Insurance Portability and Accountability Act of 1996 or any of its related laws, statutes, or regulations (“PHI”). Our Platform is not intended as a replacement to your electronic health or medical record system and should not be used to store or transmit PHI in any capacity. Any use of our Platform for PHI is at your own risk, and you agree to indemnify, defend, and hold Diall harmless from any and all claims related to PHI or your use of the same.
4. Provider Responsibilities

A. Diall does not provide medical guidance or counseling, recommend or endorse any specific health care provider or service, and does not employ providers or own any licensed practices offering services through the services or platform. Diall does not provide medical guidance or counseling. Diall operates solely as an online platform that connects Providers with their Clients. Diall is not a party to any direct engagements between any provider and its clients and has no control over such engagements, the truth or accuracy of any account information, or the ability of Clients to pay for services in connection with such engagements or the ability to facilitate such engagements beyond the services in the Platform. The Services are limited to the enabling of the connection and/or engagement between Clients and Providers pursuant to these Provider Terms. You, as the Provider, are solely responsible for all therapy-related and professional services, and such services are provided by you wholly independently of Diall. Diall disclaims all liability in this regard to the maximum extent permitted by law.

B. Provider is responsible for inviting his/her/their Clients to access the Platform. For Clients who are minors or under legal guardianship, Provider must ensure the invitation goes to the parent or legal guardian. Provider can activate such invitation from within the Platform. Only Clients (or their parents or legal guardians, as applicable) that validate the invitation will be provided access. Provider must ensure that the Client (or their parents or legal guardians, as applicable) receives information on the Platform, Diall, and our Privacy Policyand provide evidence to Diall of such disclosure if and as requested by Diall from time to time. Please note that use of online tools by children under the age of 16 can create additional risk for Diall and the Provider. As a result, if the Client is under age 16 please contact Diall before using the Platform with such Client.

C. Provider is solely responsible for any Client information uploaded by Provider into the Platform and represents and warrants that Diall may use the same for the performance of Services to Provider. It is solely Provider’s responsibility to obtain any consents or make any disclosures to Clients regarding provision of data to Diall, including communications to Clients via Diall using SMS messaging. Invitations to the Client to access the Platform are communicated to the Client via the Platform via SMS messaging. Standard message and data rates may apply to all text messages sent via the Platform. Under no circumstances will we or our affiliates be responsible for any SMS messaging or wireless charges incurred by you or any Client. Neither we nor the wireless carriers (such as Verizon or T-Mobile) will be liable for any delays in the receipt of, or failure to deliver, any text messages.

D. In addition, if you elect to receive additional text message Services via the Platform, you are representing that you own or have the right to use the phone number(s) you provide to us. If you change or deactivate the phone number you provided, you have an affirmative obligation to update your Account information and the phone number(s) attached to your Account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you.
5. Eligibility

By using the Platform, you represent and warrant that you hold and shall at all times maintain all applicable licenses, certifications and registrations required by applicable law in order to provide any professional services offered by you through the Platform.

In order to use the Platform, you must be a Provider and 18 years of age or older and reside in the United States. Providers must submit their full name, credentials, insurance status, state(s) of licensure, years of experience, contact information, and any other information relevant to qualification that Diall collects, which is subject to our Privacy Policy. Your ongoing compliance with the licensing requirements to be a Provider is required for your use of the Platform. You must immediately notify us at help@diallapp.com if you are no longer a Provider and must suspend all use of the Platform in your capacity as a Provider, if and until you re-qualify as a Provider. You must present evidence of your Provider status at any time upon Diall’s request. You must immediately notify us if an investigation or action is initiated by any governmental agency concerning your licensing or registration requirements or which may adversely affect your ability to provide therapy services. You, as a Provider, are solely responsible for complying with applicable federal and state laws and regulations pertaining to the compliant delivery of licensed professional services, including credentialing, licensing, certification, hardware and equipment, client consent and authorization, billing, reimbursement, compensation, conditions for payment, third-party payor arrangements, documentation, and electronic health record requirements. The Platform may not be used for any third-party payor arrangements that result in our receipt or processing of PHI. In addition, Diall provides the Platform to facilitate communications between Providers and Client, but it is not a health care service provider and is not responsible for your compliance with federal and state telemedicine/teletherapy laws and regulations.
6. Your Account

When you register for the Platform as a Provider, you will be asked to create an account (“Account”) in order to access and use the Services. You may use the Account solely in accordance with these Provider Terms to access the Platform and Services as made available by Diall. You acknowledge that your ability to access and use the Platform, and our ability to provide the Platform to you, is conditioned upon the truthfulness and accuracy of the Account information you provide. You agree that you will not create more than one Account or create an Account for anyone other than yourself. You may not impersonate anyone in providing Account information, but may only provide information on behalf of yourself and the practice you represent. If you provide any information that is untrue, inaccurate, not current or incomplete, or Diall has reasonable grounds to suspect that such Account information is untrue, inaccurate, not current or incomplete, Diall reserves the right in its sole discretion to terminate/deactivate the Account and refuse any future request(s) to use the Platform or our Services. You remain responsible at all times for maintaining the confidentiality of your Account login credentials and any other security information related to your Account. Diall will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.
7. Provider Profile

The Platform may allow you to make certain portions of your Account profile public facing and searchable via the Internet (“Provider Profile”). We reserve the right to remove any Provider Profile information that is contrary to the Platform Acceptable Use Policy. Any data you elect to make public as part of your Provider Profile is otherwise in your discretion and we have no liability for making such data public. We may terminate your Account and access to the Platform and Services with or without notice to you in the event of a violation of these Provider Terms or Acceptable Use Policy, if otherwise required by law, or if necessary to protect the safety and security of the Platform or Services or any Client or other individual or entity.
8. Fees and Payment

When you sign up for an Account, the Services may allow you to collect payment from Clients. In that event, you will be prompted to submit payment information in order to receive payments from your Clients. In addition, you will be requested to submit payment information in order to pay the then-current fee for access to the Platform and any Services. Activation of an Account for access to the Platform is conditioned upon your payment in full of the then-current registration fees, if any. Fees for access to the Platform and Services may change from time to time. Payments and fees are non-refundable. We have no responsibility or liability if the applicable financial institution declines your payment, however, we will notify you if your payment is declined. Diall will pass through and/or charge you any applicable sales or transaction taxes arising from your use of or registration for the Platform and Services. Diall reserves the right to change the manner in which it calculates taxes to meet changing tax obligations without notice. If Diall discovers that taxes were computed or collected incorrectly, we will adjust your payments accordingly.
9. Payment Compliance

You acknowledge and agree that none of the payments made hereunder, nor any benefit conferred to either party under these Provider Terms are intended to require, induce, encourage or conditioned on any requirement for either party to make referrals to, or be in a position to make or influence referrals to the other party or any of its affiliates. It is the parties’ intent to comply with applicable federal and state laws and regulations, including those relating to patient brokering, fee-splitting prohibitions and anti-kickback laws. The parties acknowledge and agree that: (a) the fees and any other compensation due to Diall under these Provider Terms represent the fair market value for the services performed by Diall, including the provision of the Platform, and (b) nothing in these Provider Terms or in any other written or oral agreement between the parties, nor any consideration offered or paid in connection with these Provider Terms, contemplates or requires the referral of any business to a party or in return for the purchasing, ordering, or arranging for or recommending the purchasing or ordering of any health care item or service provided by a party. In the event any court or any regulatory agency of competent jurisdiction determines these Provider Terms violates any of such laws, then the parties hereto agree to take such actions as necessary to amend these Provider Terms to comply with applicable laws and regulations.
10. Provider Content

In connection with your use of the Services, you may be able to post, upload, or submit certain digital content to be made available to Clients (“Provider Content”). You hereby grant Diall a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt Provider Content and create derivative works (either alone or as part of a collective work) from Provider Content. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for the Provider Content and that no Provider Content will contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and grant the license granted herein. All Provider Content must comply with our Acceptable Use Policy. We reserve the right to remove any Provider Content that violates our Acceptable Use Policy and terminate your Account and access to the Platform and Services.
11. Diall’s Proprietary Rights

Except for your Provider Content, the Platform, Services, and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and content belonging to other users (collectively, the “Diall Materials”), and all intellectual property rights related thereto, are the exclusive property of Diall and its licensors. Except as explicitly provided herein, nothing in these Provider Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Diall Materials. Use of the Diall Materials for any purpose not expressly permitted by these Provider Terms is strictly prohibited. You may choose to submit comments or ideas about the Platform, including without limitation about how to improve the Platform or Services (“Feedback”). By submitting any Feedback, you acknowledge and agree that Diall is free to use the Feedback without any attribution or compensation to you. Diall is under no obligation to use any Feedback at any time and will do so solely in its discretion. You further acknowledge that Diall does not waive any rights to use similar or related ideas previously known to Diall, or developed by its employees or affiliates, or obtained from sources other than you.
13. Disclaimer of Warranties

The Platform and Services, including, without limitation, Diall Materials, and any method used to access the same, are provided "as is", "as available" and "with all faults". To the fullest extent permissible by law, neither Diall, our members, shareholders, employees, managers, officers, and agents, (collectively, the "Diall Parties") make any representations or warranties or endorsements of any kind whatsoever, express or implied, as to: (a) the Platform or Services; (b) the Diall Materials; (c) security associated with the transmission of Provider Content or other information via the Platform. In addition, the Diall Parties hereby disclaim all warranties, express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus.

The Diall Parties do not represent or warrant that the Platform or Services will be error-free or uninterrupted; that defects will be corrected; or that the Platform or the server that makes the Platform available is free from any harmful components, including, without limitation, viruses. The Diall Parties do not make any representations or warranties that the information (including any instructions) on the Platform is accurate, complete, or useful. You acknowledge that your use of the Platform is at your sole risk. The Diall Parties do not warrant that your use of the Platform is lawful in any particular jurisdiction, and the Diall Parties specifically disclaim such warranties. Some jurisdictions, including without limitation the State of New Jersey, limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you to the extent such jurisdiction's law is applicable to you and these Terms.

The Diall Parties do not endorse Provider Content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any Provider Content.
14. Limitation of Liability

In the event of any problem with the Platform, Services, or any Diall Materials, you agree that your sole remedy is to cease using the Platform and Services. Under no circumstances shall Diall Parties be liable in any way for your use of the Platform or Services or any Diall Materials, including, but not limited to, any errors or omissions in any Diall Materials, any infringement of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of any of the foregoing. To the fullest extent permitted by applicable law, in no event will Diall Parties, be liable for any punitive, exemplary, consequential, incidental, indirect or special damages or the cost of replacement goods or services, cost of cover, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Platform or Service, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if company or they have been advised of the possibility of such damages. In no event will Diall’s or any Diall Parties’ aggregate liability to you for all claims relating the Platform or Services exceed the amount paid, if any, by you in connection with your use of the Platform for the six (6) month period preceding the claim. The limitation of liability provisions set forth in this section shall apply even if your remedies under these Provider Terms fail with respect to their essential purpose. Some jurisdictions, including without limitation the state of new jersey, do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the foregoing limitations above may not apply to you.
15. Indemnification

You agree to indemnify and hold harmless Diall Parties from and against any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, due to, arising out of, or relating in any way to: (i) your access to or use of our Platform or Services; (ii) your Account information and use of and access to your Account, including any Provider Content; (iii) your practice or conduct with your Clients or any other third party; (iv) your violation of the rights of any third party; (vi) your violation of applicable law or regulation; (vii) your breach of these Provider Terms; or (viii) your use of any PHI in connection with the Platform or Services. You will further defend such claims at our option with counsel reasonably approved by us.
16. Dispute Resolution

Arbitration Agreement; Class Waiver; Waiver of Trial by Jury

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH COMPANY AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Applicability of Arbitration Agreement

All claims and disputes between the parties that cannot be resolved informally must be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”). Notwithstanding the foregoing, in the event of any actual, alleged or threatened violation of confidentiality or violation of the Diall’s intellectual property or other proprietary rights, Diall may immediately resort to court proceedings in a court of competent jurisdiction as set forth below in order to seek immediate equitable relief without posting of a bond, proof of damages or other similar requirement. This Arbitration Agreement applies to you and Diall, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of Platform provided under these terms.

The arbitration proceeding will be administered by the International Chamber of Commerce (“ICC”) pursuant to its Rules of Arbitration before an arbitrator selected by and pursuant to the rules of the ICC. Any final award may be filed and enforced in any court of competent jurisdiction. The parties shall share equally in the costs assessed for the arbitration. Any such arbitration will take place at a location within the United States federal judicial district identified below and will apply the substantive law set forth below. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION.

The decision of the arbitrator will be a final and binding resolution of the dispute. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1–16. Judgment upon the award may be entered in any court having jurisdiction.

Survival

This provision will survive the termination of your relationship with Diall.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Diall must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.
17. Governing Law

These Provider Terms are governed by and are pursuant to the laws of the State of California, without regard to any of its conflicts of laws provisions, and the parties agree that they are each subject to the exclusion jurisdiction and venue of the state and federal courts with jurisdiction over Los Angeles County, California.
18. Contractor Status

Diall is solely a vendor and contractor to Providers. The parties are not joint venturers and may not legally bind the other to any third party.
19. Entire Agreement and Severability

These Provider Terms together with any amendments, revisions, any additional agreements, including terms and conditions you may enter into with Diall in connection with the Platform and Services, shall constitute the entire agreement between you and Diall concerning the Platform. If any provision of these Provider Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Provider Terms, which shall remain in full force and effect.
20. Contact

You may contact us regarding the Platform, Services, or these Provider Terms by e-mail at legal@diallapp.com.

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