Terms of Service

1About these Terms

1.1 These Terms of Service ("Terms") govern your use of V-Unite Learn, an online training, compliance and performance platform for single-site and small businesses. V-Unite Learn is provided by Handi Media USA, LLC, a Texas limited liability company ("Handi Media", "we", "us", "our").

1.2 You accept these Terms when you tick the acceptance box, start a free trial, create an account, or pay for a subscription. If you accept on behalf of a business, you confirm you are authorised to bind that business, and "you" means that business.

1.3 These Terms, our Privacy Policy, our Data Processing Addendum and the plan details shown at checkout together form the agreement between you and us (the "Agreement").

1.4 If you have signed a separate written agreement with us, such as an enterprise, reseller or referral agreement, that agreement prevails over these Terms where they conflict.

1.5 V-Unite Learn is designed for businesses, not personal or household use. If you are a consumer in a country whose laws give you extra rights, Section 16 explains how those rights are protected.

2Definitions

3Accounts, Users and Locations

3.1 You must give accurate information when you create your Account and keep it up to date.

3.2 Each Location has one account administrator, who manages the Account and adds Users, plus the Users included in its plan: up to 5 Users on Learn Essentials and up to 10 Users on Learn Plus. Custom plans include the number of Users agreed with us. During a free trial, only the account administrator has access. If you need more Users at a Location, you can add capacity through your Account or by contacting us.

3.3 User logins are for one person only and must not be shared. You are responsible for your Users' compliance with these Terms and for keeping login details secure. Tell us promptly at contact@vunite.com if you suspect unauthorised access.

3.4 Users must be at least 18 years old, or the age of majority where they live if that is higher.

3.5 We grant you a limited, non-exclusive, non-transferable right during your Subscription to access and use the Platform, and to let your Users do so, for your internal business training. You may copy screenshots and excerpts of Content to create internal training materials for your own team.

4Free Trial

4.1 We may offer a free trial for 14 days. One trial is available per business.

4.2 If you gave payment details when starting the trial, your paid Subscription starts automatically when the trial ends unless you cancel before then.

4.3 If you did not give payment details, your access ends when the trial ends unless you choose a paid plan.

4.4 During the trial the Platform is provided as is, and Section 15.1 does not apply, except to the extent the law does not allow this.

5Plans, Fees, Payment and Taxes

5.1 Fees are as shown on our pricing page or at checkout when you subscribe. Every Subscription is a fixed 12-month term. You can pay monthly, in equal instalments over the 12 months, or annually, in full in advance, using the payment method on your Account.

5.2 You authorise us and our payment processor to charge your payment method for each monthly instalment, or for the annual fee, as it falls due, until you cancel.

5.3 Fees exclude taxes. Where applicable we will add GST, VAT, sales tax or similar taxes, shown on your invoice. If you are a registered business in a country where the reverse-charge mechanism applies, you are responsible for accounting for that tax. If you are required by law to withhold tax from a payment, you must increase the payment so we receive the full amount we would have received without the withholding.

5.4 If a payment fails, we will notify you and retry. Overdue amounts may incur interest at 1% per month or the maximum rate allowed by law, whichever is lower, from 14 days after the due date. We will not charge interest on amounts you dispute in good faith while we work together to resolve the dispute.

6Renewal, Cancellation and Refunds

6.1 Every Subscription runs for a fixed 12-month term, whether you pay monthly or annually. It renews automatically at the end of each 12-month term for another 12-month term, unless you cancel before it renews.

6.2 You can cancel at any time in your Account settings or by emailing contact@vunite.com. Cancelling stops your Subscription renewing. It takes effect at the end of your current 12-month term, and you keep access until then. If you pay monthly, the remaining monthly instalments for your current 12-month term stay payable.

6.3 We will email you at least 30 days before renewal with the renewal date, price and how to cancel.

6.4 There are no refunds. Fees are non-refundable, including annual fees paid in full, monthly instalments, and any unused part of your 12-month term, whether you cancel early or stop using the Platform. This does not apply where we terminate for convenience under Section 19.3, where we materially breach these Terms, or where the law requires a refund.

7Price Changes

7.1 We may change our prices by giving you at least 30 days' notice by email before the change applies.

7.2 A price change takes effect from your next renewal after the notice period ends. It does not affect the current 12-month term you have already paid for.

7.3 If you do not agree to a price change, you may cancel before it takes effect, and you will not be charged the new price.

8Acceptable Use

8.1 You and your Users must not:

• resell, sublicense or share access to the Platform outside your business;
• copy, reverse engineer, decompile or disassemble the Platform, except where the law expressly allows this;
• use the Platform or Content to build a competing product;
• upload anything unlawful, infringing, harmful or containing malware;
• interfere with the Platform's security or performance, or access it by automated means we have not approved;
• use the Platform in breach of any applicable law.

8.2 No patient or health information. The Platform is not designed to store patient records or health information. You and your Users must not upload or enter information that identifies a patient or client, or any health, medical or treatment information about an individual, including in the AI Tutor or AI Coach. Use anonymised or made-up examples instead. If you need to process this kind of information, contact us first, as it may require a separate written agreement, such as a HIPAA Business Associate Agreement.

9Your Data and Privacy

9.1 You own your Customer Data. You give us a limited licence to host, process and display it only as needed to provide, secure and support the Platform for you.

9.2 Where we process Personal Information on your behalf, we act as your processor or service provider, and our Data Processing Addendum applies. It covers the GDPR, UK GDPR, the Australian Privacy Act and US state privacy laws, including sub-processors, international transfers under recognised mechanisms such as Standard Contractual Clauses, and security. You are responsible for having a lawful basis to give us the Personal Information you upload.

9.3 We maintain appropriate technical and organisational security measures. No system is completely secure, but we will notify you without undue delay, and in any case within 72 hours, after becoming aware of a security incident affecting your Customer Data.

9.4 We do not sell your Customer Data. We share it only with sub-processors who help us run the Platform, or where the law requires.

9.5 We may use aggregated, de-identified usage data that does not identify you or any individual to operate and improve the Platform.

9.6 Benchmarking. The Platform lets businesses and their Users compare their performance with others in the industry. To make this possible, you agree that we may use the training and performance data of your business and your Users, such as course completions, assessment scores and AI Coach results, to calculate industry benchmarks, rankings and percentiles. Your business and your Users can then rank themselves against other businesses and employees in the industry. Comparisons shown to others use aggregated and de-identified data, so they do not name or identify you, your Users or your business. You must tell your Users that their results are used for benchmarking.

9.7 We will only use screenshots of your Account in our marketing with your prior written permission.

10AI Features

10.1 What they are. The AI Tutor, AI Coach (Veya) and other features we mark as AI ("AI Features") use artificial intelligence. Users are told when they are interacting with an AI system. Patients, clients, colleagues and other characters in roleplays, including their voices and Live Avatars, are fictional and generated by AI. They do not represent real people.

10.2 Accuracy. AI Output may be incomplete, inaccurate, out of date or inconsistent, and the same question or roleplay can give different results. It is a practice and coaching aid only, and must be reviewed by a suitably qualified person before anyone relies on it. Section 11 applies to AI Output.

10.3 Scores and decisions about people. AI Coach scores, feedback, readiness summaries, rankings and other AI Output describe performance in simulated practice. They are training indicators, not a measure of a person's competence, conduct or suitability for a role. You must not use AI Output as the only or main basis for decisions about hiring, dismissal, pay, promotion, discipline or other terms of work. Before any such decision, a manager or other qualified person must review the relevant information and be free to reach a different decision. You are responsible for any notice, consent, assessment or other duty that applies to you as an employer under laws on AI or automated decision-making in employment.

10.4 Telling your Users. Before your Users use AI Features, you must tell them that their practice sessions, transcripts, [recordings] and scores can be seen by managers and administrators in your Account and are used for benchmarking under Section 9.6. You must also obtain any consent the law requires.

10.5 Inputs and outputs. Text, audio and other material your Users enter into AI Features ("AI Input"), and the transcripts, [recordings,] scores and feedback generated from it ("AI Output"), are Customer Data. As between you and us, you own them, and we assign to you any rights we have in AI Output. This does not give you rights in the Platform, the Content, or the scenarios, personas, prompts and scoring rubrics we use to produce AI Output. AI Output may not be unique, and other customers may receive similar output.

10.6 Voice and Live Avatar modes. Voice Mode and Live Avatar Mode process your Users' voice [and, if switched on, camera video] to run the session and produce transcripts and feedback. We do not use recordings to create voiceprints or to identify individuals. We keep [recordings for X days, and transcripts until you delete them or your Subscription ends]. Users should practise in a private setting and must not capture other people's voices or images.

10.7 AI providers. AI Features are powered by third-party providers acting as our sub-processors. We do not use your Customer Data, AI Input or AI Output to train AI models, and our contracts with AI providers do not allow them to do so. Providers may keep AI Input and AI Output for a limited period, no more than 30 days, only to detect and prevent abuse, and then delete it. We will give you at least 30 days' notice before adding or replacing an AI provider that processes your Customer Data.

10.8 Support, safety and improvement. We may review AI Input and AI Output to provide support, investigate a problem you report, keep the Platform safe, and enforce these Terms. [Option A: We may also use de-identified AI Output to improve our scenarios, prompts and scoring. This does not include training AI models.] [Option B: We will only use AI Output to improve AI Features if you opt in.]

10.9 AI acceptable use. In addition to Section 8, you and your Users must not:

• try to bypass, disable or manipulate the instructions, safeguards or scoring of AI Features, including by prompt injection or jailbreaking;
• try to extract the prompts, scenarios, rubrics or models behind AI Features;
• use AI Output to build or train a competing product or AI model;
• enter personal information about real people, such as patients, clients or colleagues, including in manager practice on employee conversations. Use anonymised or made-up examples instead;
• use AI Features to create unlawful, harassing, discriminatory or sexually explicit content, or to impersonate a real person;
• access AI Features by automated means, or exceed or work around usage limits.

10.10 AI credits. Some AI Features use AI credits. Your plan includes the monthly credits shown on our pricing page or at checkout. Credits used per session vary by mode and length, and examples on our pricing page are estimates. Our usage records determine credits used. Unused credits expire at the end of each monthly period. Credits have no cash value, cannot be transferred, and are not refundable except where Section 6.4 allows a refund. When your credits run out, credit-using features pause until your credits renew or you buy more. Changes to credit rates follow Section 7. Asking the AI Tutor about course content does not use credits.

10.11 Beta features. AI Features marked beta, preview or early access may change or be withdrawn at any time and are provided as is. Section 15.1 does not apply to them, except as the law requires.

10.12 Model changes. We may change the AI models and providers behind AI Features. This can change how they respond and score, so scores from different periods may not be directly comparable. Section 13.3 applies if a change materially reduces what you pay for.

10.13 Reporting a problem. If an AI Feature produces output that is harmful, offensive, biased or clearly wrong, tell us at contact@vunite.com. We will review it and take reasonable steps to fix the issue.

10.14 Patient information. Section 8.2 applies to AI Features: do not enter patient or health information.

11Educational Content and No Professional Advice

11.1 Content is provided for general educational and training purposes only. It is not medical, clinical, legal, regulatory, compliance, financial, tax or insurance advice, and it does not create a professional relationship between you or your Users and us.

11.2 Laws, licensing, scope-of-practice rules and professional standards vary by country and region and change over time. Content may not reflect every requirement where you operate. You are responsible for confirming your practices comply with local requirements, with advice from your medical director, licensed clinicians, lawyer, compliance adviser or insurer as appropriate.

11.3 Completing a course or assessment does not guarantee compliance and is not a licence, accreditation or professional qualification, unless we expressly state otherwise in writing.

11.4 We do not provide, supervise or direct patient care. All clinical decisions, treatment protocols, patient communications, consent processes and advertising claims remain the responsibility of you and your licensed professionals, including where they are informed by Content.

12Intellectual Property and Feedback

12.1 We and our licensors own the Platform, the Content, and the V-Unite and V-Unite Learn names and logos. Except for the rights granted in Section 3.5, these Terms do not transfer any intellectual property to you.

12.2 You must not use our trade marks without our prior written approval.

12.3 If you give us suggestions or feedback, we may use them freely without payment or attribution. This does not give us ownership of your Customer Data or your confidential information.

13Availability, Support and Changes to the Platform

13.1 We aim to keep the Platform available 24 hours a day, but we do not guarantee uninterrupted access. We will try to schedule planned maintenance outside normal business hours and give notice where practical.

13.2 Support is available online, 24 hours a day.

13.3 We may update and improve the Platform and Content. If we remove a feature or Content that materially reduces what you are paying for, we will give you at least 30 days' notice, and you may cancel and receive a pro-rata refund of prepaid fees for the unused period.

14Suspension

14.1 We may suspend your Account if fees are unpaid more than 14 days after the due date, after giving you at least 7 days' written notice.

14.2 We may suspend access immediately, without prior notice, only where reasonably necessary to prevent a security risk, serious harm to the Platform or others, or a breach of law, including a breach of Section 8.2 or Section 20. We will tell you as soon as practicable and explain why.

14.3 We will restore access promptly once the issue is resolved. Suspension does not delete your Customer Data.

15Warranties and Disclaimers

15.1 We warrant that, during your paid Subscription, the Platform will perform materially as described on our website, and that we will use commercially reasonable efforts to keep it free of malware. If it does not, tell us and we will use reasonable efforts to fix it. If we cannot fix it within a reasonable time, you may cancel and receive a pro-rata refund of prepaid fees for the unused period.

15.2 Each party warrants that it has the authority to enter into the Agreement.

15.3 Except as stated in these Terms, and subject to Section 16, the Platform and Content are provided "as is" and "as available". To the extent permitted by law, we exclude all other warranties, conditions and guarantees, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

16Your Rights Under Local Law

16.1 Nothing in these Terms excludes, restricts or modifies any right, remedy, guarantee or liability that cannot lawfully be excluded, restricted or modified under the law that applies to you. Where the law limits how far a clause can apply, it applies only to the maximum extent the law permits.

16.2 United States. These Terms give you specific legal rights, and you may also have other rights that vary from state to state. Some states do not allow certain exclusions or limits, such as the exclusion of implied warranties or the limit of liability for incidental or consequential damages. Where that applies to you, those exclusions and limits apply only to the extent your state allows. Nothing in these Terms waives or limits any right you have under applicable federal or state consumer protection law that cannot lawfully be waived or limited.

16.3 Australia. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. Where the law allows us to limit our liability for failure to comply with a guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

16.4 United Kingdom and European Union. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited by law. If you are a consumer, you keep the protection of the mandatory laws of the country where you live.

16.5 Nothing in these Terms limits either party's liability for fraud, gross negligence or wilful misconduct.

17Limitation of Liability

17.1 Subject to Section 16, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or data, however caused.

17.2 Subject to Section 16, each party's total liability arising out of or in connection with the Agreement is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.

17.3 Sections 17.1 and 17.2 do not limit your obligation to pay fees due, either party's indemnity obligations under Section 18, or liability for breach of Section 8.2 or for misuse of the other party's intellectual property.

18Indemnities

18.1 We will defend you against any third-party claim that your authorised use of the Platform infringes that third party's intellectual property rights, and pay any damages finally awarded or agreed in settlement. This does not apply to claims caused by your Customer Data, your modifications, or your use in breach of these Terms. If a claim is made, we may modify the Platform, obtain a licence, or end your Subscription and refund prepaid fees for the unused period.

18.2 You will defend us against any third-party claim arising from your Customer Data, your breach of Section 8, or your Users' use of the Platform in breach of law, and pay any damages finally awarded or agreed in settlement.

18.3 The party seeking protection must promptly notify the other of the claim, allow it to control the defence and settlement, and give reasonable cooperation. A settlement that admits fault for the protected party needs that party's consent.

19Termination

19.1 You may cancel your Subscription at any time under Section 6. It ends at the end of your current 12-month term.

19.2 Either party may terminate the Agreement by written notice if the other materially breaches these Terms and does not fix the breach within 30 days of being notified. To the extent permitted by law, either party may also terminate if the other becomes insolvent.

19.3 We may end your Subscription for convenience by giving you at least 60 days' notice and refunding prepaid fees for the unused period.

19.4 When the Agreement ends, your right to use the Platform stops. If you cancel, or we terminate because you materially breach these Terms, the fees for the rest of your current 12-month term remain payable. If we terminate for convenience under Section 19.3, or you terminate because we materially breach these Terms, you owe no fees for the period after termination.

19.5 For 30 days after termination you can export your Customer Data, or ask us to provide it in a common format. After that we will delete it within 90 days, unless the law requires us to keep it.

19.6 Sections that by their nature should continue, including Sections 9, 11, 12, 16, 17, 18 and 22, survive termination.

20Sanctions, Export Controls and Anti-Bribery

20.1 You confirm that you and your Users are not located in, or ordinarily resident in, a country or region subject to comprehensive US, UN, EU, UK or Australian sanctions, and are not named on any sanctions list. You must not use or give access to the Platform in breach of applicable sanctions or export control laws.

20.2 Each party will comply with applicable anti-bribery and anti-corruption laws in connection with the Agreement.

21Changes to these Terms

21.1 We may update these Terms from time to time. We will post the new version with its effective date on our website.

21.2 For changes that materially and adversely affect you, we will give you at least 30 days' notice by email. If you do not agree, you may cancel before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period.

21.3 Changes required by law, or that only benefit you, may take effect immediately.

21.4 Continuing to use the Platform after a change takes effect means you accept the updated Terms.

22Governing Law and Disputes

22.1 Before starting formal proceedings, each party will try in good faith to resolve any dispute by negotiation for at least 30 days after written notice of the dispute. Nothing stops either party from seeking urgent injunctive relief.

22.2 These Terms are governed by the laws of the State of Texas, wherever you are located, and the state and federal courts in Travis County, Austin, Texas have jurisdiction.

22.3 Section 22.2 does not remove any right you have under Section 16 to bring proceedings in your local courts or to rely on your local mandatory laws.

23General

23.1 Notices. We may send notices to the email address on your Account. You may send notices to contact@vunite.com. Email notices take effect when sent, unless the sender receives a delivery failure message.

23.2 Assignment. You may not assign the Agreement without our consent, except to a buyer of your business with notice to us. We may assign it to an affiliate or a successor to our business, with notice to you.

23.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, pandemics, war, government action, or failures of utilities or internet providers. This does not excuse payment of fees for services received.

23.4 Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

23.5 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces prior discussions. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

23.6 Severability and waiver. If any part of these Terms is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. A failure to enforce a right is not a waiver of it.

23.7 Language. These Terms are written in English. Any translation is for convenience only, and the English version prevails to the extent permitted by law.

Contact

Handi Media USA, LLC, 5900 Balcones Drive #29859, Austin, TX 78731, USA

Support: contact@vunite.com · Legal notices: contact@vunite.com