Terms & Conditions

1Definitions

In these Terms & Conditions, the following terms have the meanings set out below:

2Platform Licence

Subject to the terms of the Agreement and payment of all applicable fees, Handi Media grants you a limited, non-exclusive, non-transferable, non-assignable licence to access and use the V-Unite platform for your internal business purposes during the Term.

The licence includes the right to access, copy, and use screen shots of the platform and to prepare and use excerpts of platform documentation in electronic and hard copy format solely for the purpose of creating and using training materials and documentation for your internal users. Examples of permitted users include internal and external sales personnel, medical or service professionals, and corporate partners.

You must not:

• sub-licence, resell, or transfer access to the platform to any third party except as expressly permitted in a signed Reseller Agreement with Handi Media;
• reverse engineer, copy, decompile, or disassemble any part of the platform;
• develop or assist in developing any product or service with functionality similar to V-Unite;
• use the platform in any manner that violates applicable law or these Terms.

Access to the platform may be suspended immediately without notice if any fees are overdue and unpaid, and will cease permanently on termination of the Agreement.

3Fees & Payment

All fees are as set out in the applicable schedule or appendix to your signed Agreement. Unless otherwise agreed:

• Fees are invoiced on at least a monthly basis and payable within 30 days of invoice date.
• The first payment is due on the date the Agreement is signed.
• All fees are exclusive of applicable taxes. You are responsible for all applicable sales, state, federal, national, or international taxes assessed on the services, excluding taxes on Handi Media's own income.
• Fees not paid by the due date accrue late payment interest at 18% per annum (or the maximum lawful rate, if lower), calculated from the due date until the date of actual payment.
• Fees are subject to an annual increase of 5% per year to account for inflation, platform upgrades, and maintenance, applied on each anniversary of the Agreement start date.

Handi Media reserves the right to suspend access to the platform without liability where fees remain unpaid for more than 14 days after the due date.

4Confidentiality

Each party acknowledges that in the course of the Agreement it may receive Confidential Information belonging to the other party. Each party agrees to:

• use the other party's Confidential Information only in connection with the performance of its obligations under the Agreement;
• protect the other party's Confidential Information using at least the same standard of care it applies to its own confidential information, and in no event less than a reasonable standard of care;
• restrict access to Confidential Information to personnel who have a genuine need to know and are bound by obligations of confidentiality no less protective than those in these Terms;
• not transfer, publish, disclose, or share Confidential Information with any third party without prior written consent.

Confidential Information includes all improvements, modifications, and suggestions relating to the V-Unite platform, which are and shall remain the exclusive property of Handi Media regardless of which party suggests or develops them.

Exceptions. The confidentiality obligation does not apply to information that: (a) was already known to the receiving party free of any obligation of confidence; (b) is or becomes publicly available through no breach of this Agreement; (c) was independently developed by the receiving party without use of the disclosing party's information; or (d) was lawfully received from a third party not under an obligation of confidence.

If either party is required by law, court order, or regulatory authority to disclose Confidential Information, it must give the other party prompt written notice (to the extent permitted by law) before complying, and must cooperate reasonably to limit the scope of any required disclosure.

On expiry or termination of the Agreement, all Confidential Information must be promptly returned or destroyed as directed by the disclosing party, except to the extent retention is required by applicable law.

5Security

Handi Media implements and maintains appropriate technical and organisational measures, internal controls, and information security procedures consistent with industry standards to protect Client data, Confidential Information, and Personal Information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.

Handi Media does not represent or warrant absolute security. Data and security breaches may occur for reasons beyond Handi Media's reasonable control. If a security breach occurs affecting your data, Handi Media will notify you in writing within 24 hours of becoming aware of the incident.

You are responsible for maintaining appropriate security controls to protect access credentials to the V-Unite platform and to prevent unauthorised access by third parties within your organisation or environment.

6Intellectual Property & Ownership

6.1 Handi Media IP. V-Unite and all associated code, programmes, processes, documentation, look and feel, structure, and any improvements or bug-fixes (regardless of whether suggested or developed by you or by Handi Media) are and shall remain the exclusive property of Handi Media. You acquire no ownership interest in V-Unite or any Handi Media Intellectual Property under the Agreement.

6.2 Your Content & Data. All data, information, programmes, systems, and materials you provide to Handi Media or upload to V-Unite remain your exclusive property. Handi Media will not share your data with third parties except where necessary to perform its obligations under the Agreement. Handi Media may use non-confidential screen shots of your environment for internal testing and, with your written or verbal permission, for Handi Media's promotional and advertising purposes.

6.3 Trademarks. All goodwill associated with the Handi Media trademarks, including the name "V-Unite", belongs solely to Handi Media, including any goodwill generated through your activities. You must not use Handi Media's trademarks without prior written approval. Any unauthorised use must be promptly ceased, and all costs of remedying unauthorised use are your sole responsibility.

6.4 Feedback. Any feedback, suggestions, or ideas you provide regarding V-Unite may be used by Handi Media without restriction, compensation, or attribution, and shall be deemed to form part of Handi Media's Intellectual Property.

7Representations & Warranties

Handi Media represents and warrants that:

• it has the full legal right, power, and authority to enter into and perform the Agreement;
• it owns or holds valid licences to all software and code included in V-Unite;
• V-Unite will, following implementation, be materially free from defects and will function as described; any material defect will be corrected promptly at Handi Media's sole cost (unless caused by you);
• it will use best efforts to ensure V-Unite does not contain viruses, malware, or disabling code;
• the use of V-Unite will not infringe any third-party intellectual property right;
• V-Unite will be delivered professionally by trained and qualified personnel in accordance with applicable laws and industry standards.

Handi Media does not warrant that V-Unite will be 100% error-free or uninterrupted at all times, or that all defects can be corrected.

You represent and warrant that you have the full legal right, power, and authority to enter into and perform the Agreement, and that doing so does not violate any other agreement or obligation you may have.

8Educational Content & No Professional Advice

8.1 Educational purpose. All training programmes, courses, lessons, modules, sales scripts, scenarios, assessments, templates, checklists, webinars, AI-generated responses, and other materials made available through V-Unite (together, the "Content") are provided for general educational and informational purposes only, as a guide to support your team's training.

8.2 No professional advice. The Content is not, and must not be relied on or treated as, medical, clinical, legal, regulatory, compliance, financial, tax, insurance, or other professional advice. Neither the Content nor your use of V-Unite creates a physician-patient, attorney-client, consultant, or other professional relationship between you (or any of your users) and Handi Media or its personnel.

8.3 Consult qualified professionals. You are solely responsible for obtaining advice from appropriately licensed and qualified professionals (including, as applicable, your medical director, supervising physician, licensed clinicians, attorney, compliance adviser, and insurer) before acting on any Content, and for confirming that your practices comply with the laws, licensing and scope-of-practice rules, regulations, professional standards, and insurer requirements that apply to your business and location. Laws and standards vary by jurisdiction and change over time, and the Content may not reflect every current requirement or your particular circumstances.

8.4 Training is not certification. Unless expressly stated otherwise in writing, completing a course, assessment, or learning pathway through V-Unite does not guarantee legal or regulatory compliance and does not constitute a licence, accreditation, credential, or professional qualification for any person.

8.5 Clinical and business decisions. Handi Media does not provide, supervise, or direct patient care, treatment, or consultations. All clinical decisions, treatment protocols, patient communications, consent processes, advertising claims, and business practices remain the responsibility of you and your licensed professionals, including where they are informed by sales scripts, roleplay scenarios, or other Content.

8.6 AI-generated content. Features such as the AI Tutor and AI Coach use artificial intelligence and may produce responses that are incomplete, inaccurate, or out of date. Their output is a practice and coaching aid only and must be reviewed by a suitably qualified person before it is relied on.

8.7 Disclaimer. Subject to the software warranties in Section 7, the Content is provided on an "as is" and "as available" basis, without any warranty that it is complete, accurate, current, or suitable for a particular purpose. To the maximum extent permitted by applicable law, Handi Media is not liable for any loss, damage, injury, claim, penalty, or regulatory action arising from your or your users' use of, or reliance on, the Content, and Section 9 (Limitation of Liability) applies to any such claim. Nothing in this Section 8 excludes or limits any liability that cannot be excluded or limited by law.

9Limitation of Liability

Exclusion of indirect loss. To the maximum extent permitted by applicable law, and except with respect to (i) gross negligence or intentional wrongdoing, (ii) intellectual property infringement claims, or (iii) indemnification obligations, neither party shall be liable to the other for any indirect, special, incidental, consequential, or punitive damages arising out of or in connection with the Agreement, whether based on breach of contract, tort, or any other legal theory, even if the relevant party has been advised of the possibility of such damages.

Cap on liability. Handi Media's total aggregate liability to you in connection with the Agreement shall not exceed the total fees paid by you to Handi Media in the twelve (12) months immediately preceding the event giving rise to the claim, plus any attorney fees awarded to you in connection with such claims.

Indemnification — Handi Media. Handi Media will indemnify, defend, and hold you harmless from any third-party claims that V-Unite infringes a third party's intellectual property rights.

Indemnification — Client. You will indemnify, defend, and hold Handi Media harmless from any claims arising out of or in connection with your use of V-Unite, your breach of the Agreement, or your violation of any applicable law.

Non-disparagement. Neither party shall make disparaging, defamatory, or slanderous statements about the other party, its officers, employees, or agents, during or after the Term.

10Term & Termination

The Agreement commences on the Effective Date and continues for the initial term set out in the applicable schedule or appendix. It automatically renews for successive periods of the same duration unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

Either party may terminate the Agreement immediately on written notice if:

• the other party commits a material breach and fails to remedy it within 30 calendar days of receiving written notice of the breach;
• V-Unite materially fails to perform in accordance with the agreed specifications, and Handi Media fails to remedy the failure within 30 days of written notice;
• the other party becomes insolvent, makes a general assignment for the benefit of creditors, files for bankruptcy, or has a receiver appointed and such appointment is not dismissed within 45 days.

Handi Media may terminate the Agreement with 60 days' written notice if a change in law or regulation substantially changes the obligations or costs applicable to Handi Media's provision of V-Unite.

On termination for any reason, your licence to use V-Unite immediately ceases, all outstanding fees become immediately due and payable, and each party must promptly return or destroy the other party's Confidential Information as directed.

Survival. The provisions of these Terms relating to intellectual property, confidentiality, limitation of liability, indemnification, non-disparagement, and governing law survive the expiry or termination of the Agreement.

11General Provisions

Non-solicitation. During the Term and for a period of two (2) years after termination, neither party shall directly or indirectly solicit, hire, or retain any employee, contractor, or staff member of the other party without prior written consent. Neither party is prevented from hiring individuals who respond to general job advertisements not specifically targeted at the other party's staff.

Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, including acts of God, pandemics, government lockdowns, acts of war, terrorism, civil unrest, power failures, or natural disasters. Performance timelines are extended by the duration of any such event.

No assignment. You may not assign the Agreement or any rights or obligations under it, voluntarily or by operation of law, without Handi Media's prior written consent, except in the case of an acquisition of your business, in which case written notice must be provided promptly. Any unauthorised assignment is void.

Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Entire agreement. The Agreement, together with these Terms and all incorporated schedules and appendices, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, representations, and understandings. Any amendment must be agreed in writing and signed by both parties.

Severability. If any provision of these Terms is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

Waiver. Failure by either party to enforce any provision does not constitute a waiver of any right under these Terms.

Notices. All notices must be in writing and delivered by hand, registered mail, overnight courier, fax, or email with confirmation of transmission. Notices are effective on confirmed delivery.

Governing law & jurisdiction. These Terms and any Agreement incorporating them are governed by the laws of the State of Texas, USA, without giving effect to conflict of law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts of Texas for the resolution of any dispute arising under or in connection with the Agreement.

Liquidated damages. If you contend that any restriction in the Agreement is unenforceable, you must first notify Handi Media in writing at least 14 days before taking any action that could fall within the restriction. Failure to comply with this requirement will be deemed a material breach, and you will be liable to pay Handi Media liquidated damages of USD $20,000 per violation, which the parties agree represents a reasonable pre-estimate of loss.