Terms and Conditions of Use

Telea Inc. ("Telea," "we," "us," or "our") provides its services (described below) and related content through our website at telea.io, our administrative console at admin.telea.io, the clinic-branded patient sites and portals we host on behalf of our customers, and any related applications, APIs, and technologies (collectively, the "Service").

All access to and use of the Service is subject to these Terms and Conditions of Use (as amended from time to time, these "Terms"). By accessing, browsing, or otherwise using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept these Terms, you may not access or use the Service.

If you are entering into these Terms on behalf of a company, medical group, or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity. Certain customers access the Service under a separate written agreement (for example, a subscription order form, master services agreement, or business associate agreement). Where a conflict exists, that signed agreement controls.

Telea is a software and administrative services platform. We provide technology that lets clinics, brands, and independent physician-owned medical groups operate telehealth offerings under their own brand, including intake questionnaires, patient portals, scheduling and messaging, order and subscription management, payment processing integrations, and routing of cases to licensed providers and pharmacies.

Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for use in the United States. We make no representation that the Service is appropriate or available in other jurisdictions.

Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at security@telea.io of any unauthorized use or suspected breach.

Telea does not practice medicine and does not provide medical advice, diagnosis, or treatment. Telea is not a pharmacy, a health care provider, or an insurer. All clinical services delivered through the Service are provided by independent, licensed physicians, advanced practice providers, and physician-owned medical groups who exercise their own independent professional judgment. Medications are dispensed by independent pharmacies, including FDA-registered 503B outsourcing facilities.

Nothing in the Service creates a physician-patient relationship between you and Telea. If you are experiencing a medical emergency, call 911 or go to the nearest emergency room. Never disregard professional medical advice or delay seeking it because of something you read or received through the Service.

Each party is responsible for its own compliance with applicable health care laws, including the Health Insurance Portability and Accountability Act ("HIPAA"), state telehealth and corporate-practice-of-medicine rules, the federal Anti-Kickback Statute, the Eliminating Kickbacks in Recovery Act, state fee splitting laws, and applicable advertising and consumer protection laws.

• Business associate relationship. Where Telea creates, receives, maintains, or transmits protected health information on behalf of a covered entity, the parties will execute a business associate agreement, which governs that information.
• No compensation for referrals. Fees payable to Telea are for software and administrative services and are not payment for patient referrals or for the volume or value of prescriptions written.
• Clinical independence. Neither Telea nor a non-clinical customer may direct or interfere with the professional judgment of a licensed provider.
• Marketing. Customers are solely responsible for their own claims, promotions, pricing, and creative, including compliance with FTC and state telemarketing, SMS, and email rules.

You agree that you will not, and will not permit any third party to:

• use the Service in any unlawful manner or for any unlawful or fraudulent purpose;
• impersonate any person or entity, or misrepresent your affiliation with a person or entity, including a clinic or licensed provider;
• attempt to gain unauthorized access to the Service, other accounts, or any systems or networks connected to the Service;
• probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure, except under a written authorization from Telea;
• reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent that restriction is prohibited by law;
• scrape, harvest, or use automated means to collect data from the Service, or use the Service to build a competing product;
• upload malicious code, or interfere with or disrupt the integrity or performance of the Service;
• use the Service to send unsolicited communications in violation of the TCPA, CAN-SPAM, or similar laws.

We may investigate any suspected violation and may suspend or terminate access without notice where we reasonably believe the Service, patients, or third parties are at risk.

If you are a clinic, brand, or medical group customer, you are responsible for the content you publish, the products and categories you enable, your relationships with providers and pharmacies, and the accuracy of the information you supply to us.

• Your data. You represent that you have all rights and consents necessary for Telea to process the data you submit, including patient information.
• Users. You are responsible for the acts and omissions of your staff and anyone who accesses the Service through your account.
• Licensure. You are responsible for confirming that providers engaged through or alongside the Service hold current licenses in the states where they render care.
• Patient communications. You are responsible for obtaining consent for SMS, email, and telehealth communications you initiate through the Service.

Subject to these Terms, Telea grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service and any client software we make available, solely for your internal business purposes or, for patients, for personal non-commercial use.

Standard carrier rates may apply to mobile use of the Service. We may release updates, and some features may become unavailable if you do not install them. Software provided through an app store is also subject to that store's terms.

The Service, including its software, design, text, graphics, and the Telea name and logos, is owned by Telea or its licensors and is protected by intellectual property laws. Except for the limited license granted above, no rights are transferred to you.

You retain ownership of your content, including your brand assets, clinical protocols, and patient data. You grant Telea a non-exclusive license to host, copy, transmit, and display that content solely as needed to provide and improve the Service and as permitted by any applicable business associate agreement.

Feedback

If you send us suggestions or feedback, you grant Telea a perpetual, irrevocable, royalty-free license to use it without restriction or compensation.

The Service integrates with third parties, including payment processors, pharmacies, provider networks, e-prescribing networks, shipping carriers, analytics, and communication providers. We do not control those third parties and are not responsible for their products, services, terms, or privacy practices. Your use of a third-party service is governed by that third party's agreement with you.

By providing a phone number or email address, you consent to receive transactional messages relating to your account, orders, appointments, and treatment, including automated messages. Message and data rates may apply. Message frequency varies.

You may opt out of marketing messages at any time by replying STOP to an SMS or by using the unsubscribe link in an email. Opting out of marketing does not stop transactional or clinical messages required to operate your account or care.

We may offer features identified as beta, preview, or early access. Beta services are provided "as is," may be changed or withdrawn at any time, may contain defects, and are excluded from any service level or support commitment. Do not rely on a beta service for clinical or financial decisions.

Telea provides tools that let customers deploy their own analytics and advertising tags on their branded sites. If you enable those tools, you are the controller of that configuration and are solely responsible for the data those tags collect and transmit.

You agree not to transmit protected health information, or information that could reveal a person's health condition, to advertising platforms, and to maintain any notices, disclosures, and consents required by law.

Each party may receive non-public information of the other. The receiving party will use that information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors with a need to know who are bound by similar obligations, or as required by law. This section does not limit any obligations under a business associate agreement.

You agree to defend, indemnify, and hold harmless Telea, its affiliates, and their officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your content, your use of the Service, your violation of these Terms, your violation of any law, or your relationships with patients, providers, or pharmacies.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TELEA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT ANY CONTENT IS ACCURATE OR COMPLETE. TELEA MAKES NO WARRANTY REGARDING ANY CLINICAL OUTCOME, PROVIDER DECISION, OR PRODUCT DISPENSED BY AN INDEPENDENT PHARMACY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELEA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

TELEA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO TELEA IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.

Please read this section carefully. It affects your legal rights.

Except for claims for injunctive relief regarding intellectual property or unauthorized access, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Consumer or Commercial Arbitration Rules, as applicable. Arbitration will take place in the State of Florida, or by videoconference where available.

Class action waiver. Disputes will be arbitrated only on an individual basis. You and Telea waive any right to participate in a class, collective, or representative proceeding.

Opt out. You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@telea.io with your name and a clear statement that you decline arbitration.

You may stop using the Service at any time. We may suspend or terminate your access, with or without notice, if you breach these Terms, if required by law, or if continued access presents a security, clinical, or legal risk. Sections that by their nature should survive termination will survive, including confidentiality, indemnification, disclaimers, limitations of liability, and dispute resolution. Data retention after termination is governed by your written agreement, our Privacy Policy, and applicable medical record retention laws.

You are solely responsible for your interactions with other users of the Service, including patients, clinics, providers, and pharmacies. Telea has no obligation to become involved in disputes between users, but may do so at its discretion.

These Terms, together with any signed agreement between you and Telea, constitute the entire agreement regarding the Service. These Terms are governed by the laws of the State of Florida, without regard to conflict of law rules. If any provision is held unenforceable, the remaining provisions remain in effect.

We may update these Terms from time to time. Material changes will be reflected in the "last revised" date above and, where required, communicated to you. Continued use of the Service after an update constitutes acceptance. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

The Service is a "commercial item" as defined in 48 C.F.R. §2.101, consisting of "commercial computer software" and "commercial computer software documentation." Government end users acquire only those rights set forth in these Terms, consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202.

Please contact us at legal@telea.io to report violations of these Terms or to ask any question about them. For privacy requests, see our Privacy Policy.