Parallel Learning, Inc.
Terms of Use

Effective Date: September 25, 2023

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1.     INTRODUCTION

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These Terms of Service (these “Terms”) are a binding agreement between you, for yourself and/or on behalf of your minor child who may use the Site or the Services (“User” or “you”) and Parallel Learning, Inc., a Delaware corporation ("Parallel” and, collectively with the Psychology Group, “we,” “us,” “our”).  These Terms govern your use of our online interfaces and properties (e.g., websites and mobile applications) including www.parallellearning.com, app.parallellearning.com, and any future websites and applications (the “Site”) as well as all Services,  resources, and products available through the Site.

Section 24 entitled “Governing Law; Dispute Resolution; Arbitration; Venue” contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.

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Your acceptance of, and compliance with, these Terms is a condition to your use of the Site and Services. By clicking “accept” or by accessing or using our Services, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms. If you do not agree to be bound by these Terms, you are not authorized to access or use this Site or Services; promptly exit this Site.

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We may revise these Terms from time to time. Any material changes to these Terms will be in effect as of the “Date of Last Revision” referenced in these terms. You should review these Terms from time to time and we will endeavor to provide you with reasonable notice when we make material changes to these Terms. Your continued use of our Services after such changes will constitute your acceptance and agreement to such changes.   In the event that any of these Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

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2.     IMPORTANT NOTICES AND DISCLAIMERS

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The Services are not intended for use in the event of an emergency. If you believe you may have a medical emergency, call 9-1-1 or your local emergency medical system immediately. If you are experiencing suicidal or self-harm thoughts or tendencies, you should immediately call the National Suicide Hotline at 1-800-273-8255 or 9-8-8. We cannot guarantee response times if you choose to use the Services in the event of a medical emergency.

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3. DESCRIPTION OF SERVICES

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The Site connects students (“Student Members”) with health care professionals at PARALLEL LEARNING PSYCHOLOGY,  P.C., PARALLEL LEARNING BEHAVIORAL HEALTH,  P.C., PARALLEL LEARNING BEHAVIORAL HEALTH (IL), PLLC, POHLMAN PSYCHOLOGY PLLC , and any other professional entities with which Parallel contracts (collectively “Parallel Professionals”) for behavioral health, speech, and other clinical and educational services (“Parallel Services”).  Parallel Professionals engages psychologists, speech language pathologists, and other health care professionals (each a “Provider” and collectively the “Providers”) to provide telehealth consultations and assessments via the Site to Students at schools that collaborate with Parallel and Parallel Professionals (the “Telehealth Services”).  The Telehealth Services and Parallel Services are collectively referred to in these Terms as the “Services”).  

All Telehealth Services available on the Site are provided by Parallel Professionals.  Parallel Learning, Inc. does not practice medicine, psychology, speech language pathology or any other licensed profession, and does not interfere with the practice of medicine, psychology, or any other licensed profession by Providers, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither Parallel nor any third parties who promote the Site or the Services or provide you with a link to the Site or the Services shall be liable for any professional advice you obtain from a Provider of the Telehealth Services..

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The Site also includes resources for Users who are working on behalf of schools in support of Student Members such as school employees and officials, including the ability to view and join Student Members’ sessions. To access a session, Student Members and Users are required to log into the Site, can only view sessions for students assigned to them by Parallel, and must be granted access by the Provider(s) providing Services.

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4.     PRIVACY

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Please read our Privacy Policy here for information about how we collect, use, and disclose your personal information through the Services. We reserve the right to modify our Privacy Policy from time to time.

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5.     AVAILABILITY; LOCATION; APPOINTMENTS

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Certain Services, including Telehealth Services, are currently only available to individuals located in certain states: Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana, Maryland, Michigan, New York, North Carolina, Pennsylvania, Oregon, and Texas.

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If you are a Student Member, you certify that you are physically located in the state you select in the Services as your current location at the time of any Telehealth Consultation. Your ability to access and use the Services is conditioned on the truthfulness of this certification. The Providers that you access through the Services rely upon this certification in order to interact with you. If your certification is inaccurate, you agree to indemnify Parallel, the Parallel Professionals and the Providers with whom you interact from any resulting losses, damages, costs, or expenses.

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6. ELIGIBILITY FOR SERVICES

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By using the Services, you represent and warrant that:

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• if you are a Student Member, you are located in a State Where We Operate (depending on the type of Services).

• you have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services; and

• you have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.

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If you are accessing or using our Services on behalf of another person or entity, including if you are accessing or using our Services on behalf of a minor under the age of 18 of whom you are the parent or legal guardian, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

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7. REQUIREMENTS FOR USE

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You are responsible for obtaining access to the Site, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Site. You may not bypass any measures that have been implemented to prevent or restrict access to the Site. Any unauthorized access to the Site by you (including any such access or use that involves in any way an account you may establish on the Site or any device you may use to access the Site) shall terminate the permission or license granted to you by Parallel.‍

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8. REGISTRATION AND USER ACCOUNTS

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Although certain parts of the Site are accessible by any individual, you are obligated to register with Parallel and create an account (“Account”) in order to access the Telehealth Services and certain Parallel Services. The Telehealth Services are available only to Student Members who have registered with Parallel and to Providers affiliated with Parallel who have been granted Accounts with usernames and passwords (“Secure Users”).  If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to Parallel. If you do not maintain such information accurately, or if Parallel has reasonable grounds to suspect as much, Parallel has the right to suspend or terminate your Account and your use of the Services. You also agree to immediately notify Parallel of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing Parallel at support@parallellearning.com. Parallel may take any and all actions it deems necessary or reasonable to maintain the security of the Services and your Secure User Account.

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‍Our use of any information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.

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You are prohibited from violating, or attempting to violate, or interfere with the security of the Site, including, without limitation, (a) accessing data not intended for such User or logging onto a server or an account which the User is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms or in violation of applicable law. You also agree not to take or attempt any action that, in the sole discretion of Parallel, imposes or may impose an unreasonable or disproportionately large load or burden on the Site or Parallel’s infrastructure.

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You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. Violations of system or network security may result in civil or criminal liability. Parallel will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

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You agree to keep confidential your username and password and to exit from your Account when you are no longer using the Service. You are responsible for all activities that occur under and through your Account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one Account. You may not use anyone else’s Account at any time. Parallel explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You acknowledge and agree that: (1) all or any part of the Services may not be accessible at any time, for any period, or for any reason; and (2) Parallel will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period.

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9. ELECTRONIC COMMUNICATIONS

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By creating an Account, you consent to receive electronic communications from Parallel, the Parallel Professionals and Providers related to the Services (e.g., via email,  text message,  or by posting notices to the Services). These communications may include notices about your Account, information, payment authorizations, password changes, and other transactional or administrative information. You agree that any notices, agreements, disclosures or other communications sent through the Services electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us or any Parallel affiliate liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

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‍10. CONSENT TO RECEIVE TEXT MESSAGES

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You are agreeing to be contacted by or on behalf of Parallel at the mobile number you have provided, including calls and text messages, to receive informational, or Service-related communications (e.g., progress tracking, reminders, etc.), and communications relating to the Site and Services. Message and data rates may apply. To stop receiving text messages, text the word STOP in response to the text message. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some Site features and certain Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your Services.

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11. MOBILE SERVICE CHARGES

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If you use the Services on a mobile device, or if you send or receive electronic communications to or from us on a mobile device, your wireless carrier may impose data and/or other charges, and you understand and agree that you will be solely responsible for any and all such charges from your wireless carrier.

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12. SPECIAL CONSENT TO TELEHEALTH SERVICES

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Please see our Patient Consent to Use of Telehealth Technology (“Consent to Telehealth”) available here for a description of the risks and benefits of telemedicine. The Consent to Telehealth is hereby incorporated into these Terms by reference and constitutes a part of these Terms.

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‍13. PAYMENT AND BILLING INFORMATION

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For any Services that require payments from individual Users, the following payment terms will apply.

By providing a credit card or other payment method that we accept, you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your Service and/or prescription order (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your transaction. If you want to change or update your payment method information, you can do so at any time by logging into your Account; provided that such change will be effective only for future Services.

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You acknowledge that the amount billed may vary due to promotional offers, preferences you select, or changes in applicable taxes or other charges, and you authorize us (or our third party-payment processor) to charge your payment method for the corresponding amount.

You and Parallel agree that the payment method you submit may be used automatically by Parallel or its payment processors for any of your responsibilities for payment. If a credit card account is being used for a transaction, Parallel may obtain pre-approval for an amount up to the amount of the payment.

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You represent and warrant that if you are making online payments that

(a) any credit card, debit card and bank account information you supply is true, correct, and complete,

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(b) charges incurred by you will be honored by your credit/debit card company or bank,

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(c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and

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(d) you are the person in whose name the card was issued and you are authorize to make a purchase or other transaction with the relevant credit card and credit card information. If Parallel is unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, Parallel may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Parallel with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use.

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14. INTELLECTUAL PROPERTY; LIMITED LICENSE

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Subject to applicable law, Parallel and Parallel Professionals, as applicable, retain all right, title, and interest in and to the Site, Services, content, and any information, products, documentation, material available for download, software, or other materials on the Site, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information on the Site licensed by Parallel and Parallel Professionals (in that case, the license provider retains all right, title, and interest therein). The information available through the Site and the Services is the property of Parallel and  Parallel Professionals, as applicable. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of Parallel’s and/or the Parallel Professionals’ trademarks, service marks, and logos are strictly prohibited without the prior written permission of Parallel and/or Parallel Professionals, as applicable. The immediately foregoing sentence also applies to any third-party trademarks, service marks, and logos posted on the Site. Nothing contained on the Site should be construed as granting, by implication, estoppel, waiver or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Site without the written grant thereof by Parallel, Parallel Professionals, or the third-party owner of such trademarks, service marks, and/or logos. The Site may contain other proprietary notices and copyright information, the terms of which you agree to follow. The Site is protected by United States and international copyright and trademark laws.‍

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Subject to these Terms of Use, Parallel and Parallel Professionals grant you a revocable, nontransferable (except as provided below), personal, nonexclusive license to use the Site. All rights not expressly granted to you in these Terms are reserved and retained by Parallel, Parallel Professionals or their licensors, suppliers, publishers, rights holders, or other content providers. Neither the Site and Services, nor any part of the Site and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Parallel and/or Parallel Professionals. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Parallel or Parallel Professionals without express written consent. You may not use any meta tags or any other "hidden text" utilizing Parallel’s or Parallel Professionals’ name or trademarks without the express written consent of Parallel and/or the Parallel Professionals. You may not misuse the Site or Services. You may use the Site and Services only as permitted by law.

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You are permitted to use the content, resources, and information on the Site (“Parallel Content”) only in connection with the Site and are prohibited from making any alterations, additions or other modifications to the Parallel Content. You are expressly prohibited from using the Parallel Content commercially or for monetary or other reward. Unauthorized use of Parallel Content may be a violation of federal and state laws and could result in civil and criminal liability. Nothing contained in these Terms will affect, impair, or limit in any way Parallel’s or its affiliates’ rights to exploit fully any or all of the Parallel Content. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING, OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED.

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You may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Parallel with respect to its products and services, including the Services. Feedback is voluntary. Parallel may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant Parallel an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with Parallel’s business, including the enhancement of the Services.

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15. USER-SUBMITTED MATERIAL AND INFORMATION

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Our Services may allow you to upload, store and share content, including messages, text and other materials (collectively, "User Content").

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You hereby grant Parallel a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you.

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If you supply or transmit any User Content via the Services, you represent and warrant to us that you have the legal right necessary to grant us the license described above, and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity).

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Any User Content uploaded or sent privately to a Provider is the sole responsibility of the person that submitted it. Although Parallel reserves the right to review or remove all User Content on the Services, we do not necessarily review all of it. As such, we do not take responsibility for any User Content provided through the Services.

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16. ACCESS RIGHTS AND PROHIBITED USE

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You agree to use the Services in accordance with all applicable local, state, national and foreign laws, treaties, and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Services:

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• impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;

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• use the Services to violate any local, state, national or international law;

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• reverse engineer, disassemble, decompile, or translate any software or other components of the Services;

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• distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Services, or any other system, device, or property;

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• access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party;

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• license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or related materials in any way;

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• use or access the Services to create or develop competing products or services or for any other purpose that is to Parallel’s detriment or commercial disadvantage;

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• take any action or use the Services in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Services or any content, in whole or in part;

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• disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Services or any computer network;

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• bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by Parallel or any of our service providers to protect our Services;

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• remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from our Services or any content made available to you on or through our Services;

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• use any manual process or automated device to monitor or copy any content made available on or through our Services for any unauthorized purpose except as permitted by this section;

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• copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to Parallel or third-party content from the Services;

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• otherwise use the Services in any manner that exceeds the scope of use granted above; or

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• encourage or enable any other individual to do any of the foregoing.

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17. TERMINATION

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These Terms will remain in full force and effect as long as you continue to access or use the Services. Your permission to use the Services automatically terminates if you violate these Terms.

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We may change or discontinue offering our Services, and we may suspend or terminate your right to use our Services at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you. The following provisions survive the expiration or termination of these Terms for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

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Subject to applicable law, we reserve the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to our internal record retention and/or content destruction policies. After such termination, we will have no further obligation to provide the Services, except to the extent that Parallel Professionals is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold us harmless from any and all liability that we may incur therefore.

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18. MODIFICATION OF SERVICE

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We reserve the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

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19. LINKS TO THIRD-PARTIES

Parallel and Parallel Professionals make no representations whatsoever about any other website that you may access through this Site. When you access a non-Parallel site, please understand that it is independent from Parallel and the Parallel Professionals, and that Parallel and Parallel Professionals have no control over the content on that website. Descriptions of, references to, or links to products, services or publications within the Site do not imply endorsement of that product, service or publication. It is up to you to take precautions to ensure that whatever you select for your use or download is free of items such as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do so entirely at your own risk. Parallel and Parallel Professionals and their affiliates do not control any of these third party websites or services, or any of their content. Accordingly, you understand and agree that neither Parallel, the Parallel Professionals nor their affiliates are responsible for your use of these third party websites or services, and that your use of such Sites, streams, or services is subject to the terms and conditions established by such third parties. Parallel reserves the right to terminate a link to a third party website at any time.

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20. DISCLAIMER OF WARRANTIES

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YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED THROUGH THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. PARALLEL, PARALLEL PROFESSIONALS AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

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TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER PARALLEL NOR THE OTHER RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SERVICES. FURTHERMORE, PARALLEL DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND PARALLEL DISCLAIMS ANY LIABILITY RELATING THERETO.

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YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION.

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We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

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21. LIMITATION OF LIABILITY

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YOU UNDERSTAND THAT TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PARALLEL, THE PARALLEL PROFESSIONALS OR THE OTHER RELATED PERSONS OR THEIR RESPECTIVE LICENSORS (“PARALLEL PARTIES”) BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) ANY SERVICES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF PARALLEL OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

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To the fullest extent permitted under applicable law and to the extent any aspects of this section are not enforceable, in no event shall the maximum aggregate liability of the Parallel Parties (jointly) arising out of or in any way related to access or use of the Services or Parallel Content, exceed $100.00 USD. The foregoing limitations shall apply even in the event your remedies hereunder fail of their essential purpose, and the foregoing shall constitute the Parallel Parties’ sole liability and obligation in respect hereof, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory.

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Parallel is not liable to any person or user for any harm caused by the negligence, misconduct or any other acts or omissions of a Provider providing health care services.

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To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

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22. INDEMNIFICATION

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You agree to indemnify, defend, and hold harmless Parallel, its affiliates (including without limitation Parallel Professionals), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys ("Indemnified Party) harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the Site, Services or any information posted on the Site; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to Parallel, the Parallel Professionals, or (for Student Members only) Provider; and/or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Site, Services, or any information on the Site, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

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To the extent applicable, you will obtain Parallel’s prior written consent to any settlement or judgment in which you agree to any finding of fault of an Indemnified Party or defect in the Site or Services.  Parallel will promptly notify you in writing of any claim subject to this indemnification, promptly provide you with the information reasonably required for the defense of the same and grant you exclusive control over its defense and settlement.

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23. RELEASE

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To the fullest extent permitted by applicable law, you release Parallel and the other Parallel Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California resident, you hereby waive any rights you may have under California Civil Code § 1542, which provides that “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party,” as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

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24. GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; VENUE

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PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND PARALLEL TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM PARALLEL.

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These Terms and your use of the Services shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws.

We will try work in good faith to resolve any issue you have with Site, including Services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a User’s satisfaction.

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Binding Arbitration. You and Parallel and the Parallel Professionals agree that any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or relating in any way to these Terms or your use of the Site, including Services ordered or purchased through the Site, shall be determined by binding arbitration instead of in courts of general jurisdiction. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Parallel and the Parallel Professionals are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and any other contractual relationship between you and and Parallel and the Parallel Professionals.

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No Class Arbitrations, Class Actions or Representative Actions. You and Parallel agree that any Dispute arising out of or related to these Terms or the Services is personal to you and Parallel, and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Parallel agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Parallel agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The arbitrator does not have the power to vary these class action waiver provisions.

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Federal Arbitration Act. You and Parallel agree that these Terms affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

Process. You and Parallel agree that:

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(a) any arbitration will occur in the County of New Castle, Delaware or telephonically;

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(b) arbitration will be conducted confidentially by a single arbitrator in accordance with the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth herein (“AAA Rules”), which are hereby incorporated by reference, and

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(c) that the seat of the arbitration shall be the County of New Castle, Delaware and that state or federal courts of Delaware and the United States have exclusive jurisdiction over any litigation in aid of arbitration and the enforcement of any arbitration awards. Authority of Arbitrator.

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As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have:

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(a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and

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(b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding any other provision of this Section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained in this Section, are to be decided only by a court of competent jurisdiction, and not by the arbitrator.

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25. SEVERABILITY

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All parts of these Terms apply to the maximum extent permitted by law. Parallel and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

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26. NO WAIVER

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No waiver by Parallel or the Parallel Professionals of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Parallel or the Parallel Professionals to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

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27. NO AGENCY RELATIONSHIP

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Nothing in these Terms or in the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

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28. ASSIGNMENT

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‍You may not assign any of your rights under these Terms, and any such attempt will be null and void. Parallel, the Parallel Professionals, and their affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms if some or all of the business of Parallel is transferred to another entity by way of merger, sale of its assets or otherwise.

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29. REMEDIES

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You agree that any violation, or threatened violation, by you of these Terms will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

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30. DIGITAL MILLENNIUM COPYRIGHT ACT

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Parallel reserves the right to remove any content or any other material or information available on or through our Services, at any time, for any reason. Parallel otherwise complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This Section describes the procedure that should be followed to file a notification of alleged copyright infringement with Parallel.

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Notification of Claimed Copyright Infringement. If you have objections to copyrighted content or material made available on or through our Services, you may submit a notification to our Designated Agent at the following address: legal@parallellearning.com

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Any notification to Parallel under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:

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• An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed;

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• An identification of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

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• An identification of the content or material that you claim is infringing and where it is located on our Services;

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• Information sufficient for Parallel to contact you, such as your address, telephone number, and/or email address;

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• A statement by you that you have a good-faith belief that the use of the content or material of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

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• A signed statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe you’ve discovered a potential vulnerability, please let us know by emailing us at security@parallellearning.com

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