Terms & Conditions

Terms & Conditions

Parent/Guardian – October 2017

 

Welcome to TALI Health (“TALI Health,” “we,” “us,” or “our”). TALI Health websites including talihealth.com the TALI Provider Web Portal (“Portal”) and our TALI Train application (“App”) on the web, mobile phones, or tablets are copyrighted works belonging to TALI Health. The Web Portal and the application are collectively referred to as the “Program” in this document.

Your use of the Programs is subject to the terms and conditions set forth below (these “Terms and Conditions”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY USING THE PROGRAM, CREATING AN ACCOUNT (DEFINED BELOW), OR PAYING FOR THE PROGRAM (DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND REPRESENT AND WARRANT THAT YOU ARE (A) AT LEAST 18 YEARS OLD OR (B) HAVE YOUR PARENT’S OR LEGAL GUARDIAN’S PERMISSION TO USE THE PROGRAM. IF YOU ARE UNDER THE AGE OF EIGHTEEN AND NOT A PERMITTED USER OR DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE PROGRAM OR CREATE AN ACCOUNT.

THESE TERMS AND CONDITIONS CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AND LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

 

  1. Introduction
    1. These terms and conditions set out the agreement between you and TALI Health Pty Ltd (ABN 54 600 516 550) in relation to your use of the TALI Health Program and associated materials.
    2. These terms and conditions represent the entire terms agreed between us in relation to their subject matter and form a binding contract between TALI Health and You (“Contract”). They are legal documents which you should read carefully before agreeing to. By using the Program, you agree to be bound by these terms and conditions.
    3. By using the Program, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use the Program. By using the Program, You agree to be bound by these Terms and Conditions.
  1. Account
    1. In order to access and use our Program, you must have an account (“Account”) that contains certain information about you. You represent and warrant that (a) all required information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
    2. To be eligible for a TALI Health parent/guardian account, you must be registered with TALI Health by a Certified TALI Provider (“Provider”) who has completed the mandatory TALI Health Certification Course (“Certification Course”).
    3. You must not allow any other person to use your account to access the Program.
    4. You may delete your Account at any time, for any reason, by contacting us at info@talihealth.com
    5. TALI Health reserves the right to refuse service, suspend or terminate accounts, terminate your rights to use TALI Health Services, remove or edit content, or cancel orders in its sole discretion.
    6. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorised use, or suspected unauthorised use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.
  1. Access to the TALI Health Program
    1. You are responsible for ensuring that you comply with the terms of your contract. You shall not access the Program without receiving guidance from a Certified Provider.
    2. You are responsible for preventing unauthorised use of the Program. If you believe there has been any breach of security (such as the disclosure, theft or unauthorised use of any account) or unauthorised use you must notify use immediately by emailing info@talihealth.com
    3. If we believe or have reason to suspect that the Program is being used by you in any way which is not permitted by these Terms and Conditions, we will suspend your use of the Program and block access to your account.
    4. You are solely responsible for your User Content.
    5. You agree that you will use the Program in a manner consistent with any and all applicable laws and regulations.
    6. You have been granted limited, non-exclusive, non-transferable, revocable license to download, install and use one (1) copy of the Program on one (1) tablet, which complies with the hardware and operating requirements specified on site where the Program was downloaded, in accordance with supervision from a Provider, and subject to the requirements in these Terms and Conditions.
    7. Your access to the Program will expire once the Program is complete (25 training sessions) or after a period of 90 days.
  1. Acceptable Use and Conduct.
    1. You agree that you will not post, exchange, make available, provide, or process any Prohibited Content on the Program. “Prohibited Content” means content that: (a) we believe, in our sole discretion, is objectionable, offensive, harmful (i.e., computer viruses) or unlawful or content that may cause harm to us, our Program and other users, directly or indirectly.
    2. Any use of our Program in violation of these Terms and Conditions may result in, among other things, immediate suspension or termination of your Account and/or suspension or termination of your rights to use our Program. All suspension decisions are made in our sole discretion and may be made without prior notice to you.
    3. The TALI Health name, logo and all other trademarks appearing in the TALI Materials are trademarks of TALI Health and its licensors. You may not remove or destroy any copyright marking or other markings on any of the Materials or Program.
  1. Restrictions on Use
    1. You agree not to copy the Program; sub-license, rent, sell, assign, lease, lend, distribute, transfer, alter, modify, reproduce, translate, prepare derivative works of, or publicly display the Program, in whole or in part; or use the Program concurrently on multiple devices; decompile, reverse engineer, disassemble, decrypt, or create derivative works based on the Program.
    2. Other restrictions on use may apply, as specified in the Program documentation, as amended from time to time by TALI Health and notified in writing to You.
  1. Certified Providers
    1. Notwithstanding anything to the contrary in these Terms and Conditions, you acknowledge that any warranty made by the Provider regarding our Program or any services provided by us are solely that of the Provider and not TALI Health, and that your remedies with respect to any issues you may have regarding such warranties will lie solely with the Provider and as such, you must contact the Provider.
    2. You agree that TALI Health may suspend or terminate your Account or your right to receive our Program at the Provider’s instructions, including any instruction based on your failure to pay the Provider any amounts owed by you to Provider.
  1. Training Data
    1. The information that is created when you use our Programs; for example, your usage, progress, and performance in the Program (collectively, “Training Data”); is owned by TALI Health and its licensors. Subject to the terms and conditions contained herein, TALI Health grants you a limited license to view and print one or more copies of your Training Data for your personal, non-commercial use.
    2. If you provide any comments, testimonials, feedback or suggestions to TALI Health regarding the Program, or any of TALI Health’s services (collectively, “Feedback”), TALI Health may use such Feedback for any purpose. So that we may incorporate such Feedback into TALI Health’s Programs and/or TALI Health’s services, TALI Health alone will own all right, title and interest, including all related intellectual property rights, in and to all such Feedback, and in consideration for your use of the Programs and Site Content, you hereby assign such Feedback to TALI Health free of charge.
    3. Subject to applicable law, You acknowledge and agree that TALI Health and their affiliates and related entities may:
      1. use de-identified data from the data and other information that You provide by means of Your use of the Program for analytical purposes.
      2. aggregate such de-identified data with de-identified data from other Users.
      3. Use this deidentified data for research purposes, such as publication in scientific journals or presented at conferences.
    4. Neither TALI Health, nor any of their affiliates or related entities will use or disclose such data (aggregated or otherwise) in any manner that may result in disclosure of Your or any other Users identity and any such use or disclosure of de-identified aggregated data must comply with all applicable law.
    5. We are not obligated to back up any of your User Content or your Training Data.
  1. Proprietary Rights
    1. The Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All rights in respect of the Program are reserved. TALI Health continues to own all rights of authorship, including all copyright, trade secret, patent and other proprietary rights, in the Program and other content provided to You hereunder and all other copies of such items that You are authorized by these terms and conditions to make.
    2. You agree not to delete, obscure or alter in any manner the copyright and other proprietary legends of TALI Health appearing on the original media of the Program.
    3. You agree not to remove any copyright, trademark or other proprietary rights notices contained in or on the Program or Site Content; or “frame” or “mirror” any part of our Program or Site Content without prior written consent from TALI Health. Any unauthorized use, reproduction, modification, distribution, display, or performance of the Program or any Site Content is strictly prohibited.
    4. You shall not disassemble, reverse compile or reverse engineer any part of the Program or Site Content. TALI Health reserve all rights not granted in these Terms and Conditions.
    5. TALI Health respects the intellectual property of others and asks that Users of our Program do the same. In connection with our Program, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Program who are repeat infringers of intellectual property rights, including copyrights.
    6. All trademarks, logos and service marks (collectively, “Marks”) displayed on the Program are TALI Health’s property or the property of other third parties. You are not permitted to use these Marks without TALI Health’s prior written consent or the consent of the third party that owns the Marks. You may not copy, reproduce, modify or decompile the Material, share any account details concerning the Program, sub-license, assign, sell, lease, lend, rent, transfer, charge or otherwise deal in the Program and associated Materials or make the Program or Materials available to a third party.
    7. All content included in or made available through any the Program and associated Material such as text, graphics, logos, icons, images, audio, data compilations, digital downloads, and Program is the property of TALI Health, or its content suppliers and protected by Australian and international copyright laws. The compilation of all content included in or made available by TALI Health is the exclusive property of TALI Health and protected by Australian and international copyright laws.
  1. Confidentiality
    1. Each party agrees to keep all commercial, financial or other confidential information obtained from the other in connection with the Program confidential. Each party will only disclose the confidential information to those of its employees, and sub-contractors (or, in the case of the TALI Health, to its associated companies) who need to know the same for the purposes of the Contract and shall use all reasonable endeavours to procure that those employees, agents and sub-contractors abide by such restrictions.
    2. The obligations of confidentiality set out above shall not apply to any information which a party can show:
      1. at the time of its acquisition was in, or at a later date has come into, the public domain, other than as a result of a breach of its confidentiality obligations;
      2. it knew prior to first disclosure to it by the other party; or
      3. it received independently from a third party with the full right to disclose.
  1. Data Protection
    1. We collect your personal information for the purpose of providing the Program to you. This information will not be disclosed to third parties, except as required by law or to successors in title to our business and suppliers that process data on our behalf. We will retain this information to help improve our services to you.
    2. You warrant that you have complied with your obligations under the Data Protection Act 1998, which obligations include without limitation obtaining your Users consent to the processing of their personal information in relation to the provision of the Program and obtaining consent regarding the processing of any sensitive personal data or confidential information which relates to Users.
    3. We undertake throughout the term of your Account to maintain appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, loss, destruction, damage or disclosure of any personal data from our premises and adequate security programmes and procedures to ensure that unauthorised persons do not have access to such data or to any equipment used to process such data and you acknowledge that you have a similar duty to protect the personal data which you hold and that you will maintain suitable security measures.
  1. Warranties
    1. We warrant that:
      1. we have full right and title to enter into the Contract;
      2. we will use reasonable skill and care in the performance of our obligations under your Contract.
      3. However, because of the nature of sources from which we obtain the Program Materials and of the Internet, we do not give you or your Users any other warranties. All other warranties, representations or terms having equivalent effect that might be implied by law are excluded to the extent permitted by law, including any warranties as to satisfactory quality or fitness for a particular purpose. In particular, we cannot guarantee:
      4. the accuracy of content contained in the Program Materials;
      5. the availability of the Program;
      6. that the Program will be free from infection by viruses or anything else that has contaminating or destructive properties.
    2. No representative of TALI Health is authorised to give or make any other representation, warranty, condition or term or modify the warranties provided in this clause 8 in any way.
  1. Limitation of Liability
    1. TALI Health will not be liable for any special, indirect, consequential or incidental damages (including damages for loss of use) arising in contract, tort or otherwise from your use of or inability to use the Program, or from any action taken (or refrained from being taken) as a result of using the Program.
    2. You acknowledge that we have no liability for any loss, claim or damage suffered by or made against you or your Users as a result of any unauthorised access to the Program through your Server/internal network or breach by any of you, your Users or other parties of the terms of your Contract.
    3. You acknowledge that we have no liability for any injury, direct or indirect, caused by a violation of the Program training method instructions and/or warnings contained in the Program Materials.
    4. In any event, the liability of each of us to the other in respect of any claim for breach of contract, negligence or otherwise in relation to The Program shall be limited to $25,000.
    5. Nothing will limit either party’s liability for death or personal injury directly caused by its negligence.
    6. You will promptly inform TALI Health in the event of any claim by a third party received by you in relation to The Program and will comply with TALI Health’s reasonable requests in relation to such claim.
    7. You agree to indemnify and hold TALI Health and its directors, officers, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) harmless from and against any claim, liability, loss, injury, damage, cost, or expense (including attorneys’ fees) incurred by TALI Health or any Indemnified Party arising out of or relating to your: (a) use of the Program; (b) your User Content; (c) your violation or breach of any provision in these Terms and Conditions or your violation of any rights of a third party; or (d) your violation of applicable laws or regulations.
  1. Termination
    1. These Terms and Conditions shall remain in full force and effect for any period of time in which you are a user. You may terminate your Account at any time and for any reason by providing notice of termination to us by sending an email to info@talihealth.com
    2. We may suspend or terminate your Account and/or suspend or terminate providing our Program to you (a) immediately, if we, in our sole discretion, believe that you are in breach of these Terms and Conditions; (b) at any time, if we decide, in our sole discretion, to stop providing the applicable Program by sending an e-mail to you at the e-mail address that you have provided for your Account or posting a notice on our Program; or (c) for any or no reason, by sending an e-mail to you at the e-mail address that you have provided for your Account.
    3. You understand that any termination of these Terms and Conditions and/or your Account may involve deletion from our databases of the information you provided in connection with your Account. We will have no liability whatsoever to you for any suspension or termination of your Account or any suspension or termination of our Program, or any deletion of any information you have provided to us.
  1. Amendment
    1. TALI Health is continually seeking to improve the Program. TALI Health reserves the right, at its discretion, to make changes to any part of the Program provided that it does not materially reduce the content or functionality of the relevant service.
    2. These Terms and Conditions may be amended by TALI Health from time to time. If we make material changes to these Terms and Conditions, we may notify you by posting the revised Terms and Conditions on our Program or notifying you at your primary email address (if any, as specified in your Account information).
    3. Any changes to these Terms and Conditions will be effective immediately for new users of our Program; otherwise these changes will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of a notice on our Program. Your continued use of our Program thirty (30) calendar days after the changes are first notified by TALI Health as described above will constitute your agreement to such changes. If you object to any change, your sole recourse shall be to immediately terminate your Account and cease using the Program.
  1. General
    1. Neither you nor TALI Health will be liable for any failure or delay in performing our respective obligations under these Terms and Conditions to the extent that the failure or delay is the result of any cause or circumstance beyond our reasonable control.
    2. You may not assign or transfer your rights or obligations under these Terms and Conditions without our written consent. We may assign or transfer our rights and obligations under these Terms and Conditions to another member of the TALI Health Group. “TALI Health Group” shall mean the companies controlling, controlled by or in current control with TALI Health.
    3. These Terms and Conditions represent the entire terms agreed between us in relation to its subject matter. You acknowledge that you have not relied upon any statement or representation not recorded in these Terms and Conditions inducing you to enter into it, provided that nothing in these Terms and Conditions shall exclude the liability of either party for any pre-contractual statements or representations made fraudulently.
    4. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these Terms and Conditions which shall remain in full force and effect.
    5. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. If any provision in these Terms and Conditions is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms and Conditions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    6. Failure by either you or TALI Health to exercise any right or remedy under these Terms and Conditions does not constitute a waiver of that right or remedy.
    7. The relationship of the parties established by these Terms and Conditions is that of independent contractors, and not an employment, agency, partnership, franchise, joint venture or any other such relationship. Each of the parties shall conduct its respective business at its own initiative, responsibility and expense and shall have no authority to incur any obligations on behalf of the other party to these Terms and Conditions.
    8. Any notice to be given under these Terms and Conditions to either party may be served by the other party either by being sent by post to such party at the address set out on the Registration Form or such other address as that party may notify in writing to the other from time to time or by e-mail or facsimile to such address or number as that party may notify in writing from time to time. Any notice served by post shall be deemed to have been served on the working day next following the date of posting or sending. Any notice sent by facsimile or email transmission shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy thereof is sent by recorded first class delivery to the other party within 24 hours after transmission.
    9. A person who is not party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
    10. These Terms and Conditions, and any claim, dispute or controversy of any nature arising out of or relating to these Terms and Conditions, shall be governed by, and construed solely and exclusively in accordance with the laws of Australia and you agree that the courts of Australia shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms and Conditions or the legal relationship established by it, and for those purposes irrevocably submit all disputes to the jurisdiction of the state and federal courts of Australia.
    11. The headings in these Terms and Conditions are for convenience only and will have no legal or contractual effect.
    12. These Terms and Conditions, and any other additional terms located on particular pages of our Program, constitute the entire agreement between you and TALI Health regarding the use of the Program
    13. Any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.
  1. International Users.
    1. These Terms and Conditions were written in English (AU). To the extent any translated version of this agreement conflicts with the English version, the English version controls.
    2. The Program is located in Australia. If you choose to use the Program or other services from other regions of the world with laws governing data collection and use that may differ from Australian law, then please note that you are transferring your Personal Information (as defined in the Privacy Policy) to Australia and by providing your Personal Information you consent to (a) such transfer, and (b) the application of Australian laws with respect to any dispute arising from or related to these Terms and Conditions (except for any dispute arising out of your use of a Third Party Company’s websites or services, which shall be governed by the applicable Third Party’s Company’s terms of use and/or privacy policy), other than such rules, regulations, case law, and/or international treaties that would result in the application of the laws of a jurisdiction other Australia.

TALI Health contact information

If you have any questions about these Terms and Conditions, please contact us by e-mail at info@talihealth.com, by phone at 1300 082 013 or by writing to us at TALI Health, Suite 2, Ground Floor, 1 Crescent Road, Glen Iris, VIC, 3146, Australia in each case marking the message “Attention: Terms and Conditions.” We will respond to your requests within 30 working days after the request is received.