WinTalk Satellite Terms & Conditions
1. Acceptance of These Terms
These Terms & Conditions (the "Terms") govern access to and use of WinTalk Satellite, the WinTalk Satellite Dashboard, related software, activation services, hosted services, websites, and support services provided by WinChata under the WinTalk brand (collectively, the "Service").
By creating an account, purchasing or renewing a subscription, activating a Satellite, downloading or using the software, or selecting an acceptance box or button, you confirm that you have read, understood, and agree to these Terms. If you are accepting these Terms on behalf of an organization, counselling practice, clinic, business, or other entity, you represent that you have authority to bind that entity.
If you do not agree to these Terms, do not complete registration, activation, purchase, or use of the Service.
2. Service Purpose and Customer Responsibility
WinTalk Satellite is designed to provide controlled private communication between a subscribing customer, such as a counsellor, counselling practice, professional, clinic, organization, or authorized administrator (the "Customer"), and individuals to whom the Customer provides access (each an "End User").
The Customer controls who is issued a Satellite connection, when that connection is active, and when access is deactivated, reactivated, reassigned, or terminated. The Customer is responsible for determining whether the Service is appropriate for its own professional, operational, legal, ethical, and regulatory requirements.
WinTalk does not establish, supervise, or assume responsibility for the professional relationship between a Customer and an End User. Any fees a Customer chooses to charge an End User for professional services or for access to the Service are determined solely by the Customer, subject to applicable law.
3. No Emergency or Crisis Service
WinTalk Satellite is a communications platform. It is not an emergency service, crisis line, medical service, or substitute for emergency assistance.
Customers must not represent WinTalk Satellite as a guaranteed emergency-contact system. End Users who require urgent or emergency assistance should use the emergency, crisis, medical, or public-safety resources appropriate to their location and circumstances.
4. Subscription and Current Pricing
Unless a different plan or written agreement applies, the current standard WinTalk Satellite subscription is offered at CAD $50.00 per month for the package described on the applicable pricing or order page. Applicable taxes are additional unless expressly stated otherwise.
The features, number of included Satellite connections, service limits, support allowance, and other plan details are those stated on the applicable pricing, order, or account page at the time of purchase or renewal.
The Customer is responsible for maintaining a valid payment method and for all charges associated with its subscription and authorized use of the Service.
5. Fair Use and Usage-Based Cost Protection
The standard monthly price is based on normal, reasonable, and anticipated average use of the Service.
If a Customer's sustained usage is materially higher than expected, creates unusual infrastructure or support costs, places an unreasonable load on the Service, or is otherwise outside normal fair use, WinTalk may contact the Customer to discuss an appropriate service level, usage arrangement, or revised monthly price.
WinTalk will act reasonably when applying this section and will not use fair-use provisions as a substitute for ordinary price increases. Where practical, the Customer will be given notice and an opportunity to discuss materially different usage before a revised service level or price takes effect.
6. Pricing Changes
Prices are subject to change. WinTalk may adjust subscription pricing when operating costs, infrastructure costs, third-party costs, support costs, regulatory costs, service scope, or usage patterns materially change.
Where a price change affects an existing recurring subscription, WinTalk will provide reasonable advance notice before the new recurring price takes effect, except where immediate changes are required by law, tax changes, or third-party charges outside WinTalk's reasonable control.
Continued use or renewal of the Service after an announced price change takes effect constitutes acceptance of the new price. A Customer that does not accept the new price may cancel before the new price takes effect, subject to any existing written agreement.
7. Support Model
WinTalk is designed so that End Users receive first-line assistance from their counsellor, service provider, organization, or other Customer representative. End Users should not ordinarily contact WinTalk directly for routine activation, usage, scheduling, workstation, or account assistance.
WinTalk support is primarily provided to the Customer, the Customer's administrator, or another designated Customer contact. The Customer is responsible for providing first-line support to its End Users and for escalating unresolved Service issues to WinTalk when necessary.
A subscription may include a monthly support allowance if stated on the applicable pricing, order, or account page. Support beyond any included allowance may be billed at WinTalk's then-current support rate and minimum billing increment. Confirmed WinTalk service outages or confirmed software defects will not ordinarily be treated as chargeable customer-support time. Training, configuration assistance, workstation-specific problems, repeated operational assistance, and other customer-specific support may be billable.
8. Software Download, Activation, and Authentication
The WinTalk Satellite installer may be distributed as a standard or generic installer. Possession of the installer alone does not create a valid right to use the Service.
A valid activation key or other authorization issued through the Customer or WinTalk control system is required before an installation may be activated. Activation keys may be single-use, time-limited, tied to a Customer or Satellite assignment, or subject to other server-side controls.
After activation, the software may receive and store a protected local device credential or equivalent authorization information. On startup or at other times, the software may contact WinTalk's authorization service to confirm that the installation remains authorized.
If authorization cannot be confirmed, if the installation has been deactivated or terminated, if a credential is invalid, or if the authorization service cannot be reached when verification is required, the software may refuse normal operation until authorization is restored.
9. Deactivation, Reactivation, and Termination of Satellite Access
The Customer controls the operational status of Satellites assigned to its End Users, subject to the Customer's subscription and these Terms.
Deactivation disables the current authorization while allowing the software to remain installed. A deactivated End User may be reactivated by the Customer using a new activation key or other authorized reactivation procedure without requiring a new software download or reinstallation.
Termination invalidates the current authorization and prevents continued use under that authorization. A terminated installation may only be used again if the Customer deliberately issues a new activation key or otherwise creates a new valid authorization through the approved WinTalk process.
An End User has no independent right to reactivate, extend, transfer, or restore Satellite access without Customer authorization.
10. Invitation and Relationship Confirmation
Where the Service uses an invitation, claim, acceptance, or similar workflow, the Customer's acceptance of an End User invitation may be used as the event that confirms the relationship between the Customer and that End User and completes or updates the associated Satellite assignment.
The Customer is responsible for confirming that invitations and claims correspond to the intended End User before accepting them.
11. Acceptable Use
Customers and End Users must use the Service lawfully and only for legitimate communications and business or professional purposes permitted by the Customer.
The Service must not be used to interfere with the Service or other users, attempt unauthorized access, defeat activation or licensing controls, distribute malware, conduct unlawful surveillance, impersonate another person, harass or threaten others, transmit unlawful content, or use the Service in a manner that creates unreasonable technical or security risk.
Customers are responsible for the conduct of users they authorize and for promptly deactivating access that is no longer required or should no longer be permitted.
12. Customer Security Responsibilities
The Customer is responsible for securing its own computers, accounts, administrator credentials, email accounts, networks, and any access credentials supplied for use with WinTalk.
Activation keys, administrative credentials, and other authorization information must be kept confidential and must not be publicly posted or shared with unauthorized persons. The Customer must promptly notify WinTalk of suspected compromise of Customer-level credentials or other security issues that could affect the Service.
13. Privacy and Data Handling
WinTalk is designed with privacy as a core objective. The Service may process account information, activation and licensing information, device or workstation information, service status, audit information, support information, and technical metadata required to operate, secure, support, and improve the Service.
Private communications, files, audio, and video are handled according to the architecture and features of the Service in use. Customers should review the current WinTalk Privacy Policy and any applicable product documentation for additional information about data handling.
The Customer remains responsible for obtaining any notices, consents, or authorizations required for its own collection, use, disclosure, recording, or handling of End User information and professional records.
14. Recording and Professional Obligations
If the Customer enables or uses any recording, file-transfer, messaging, scheduling, or documentation capability, the Customer is responsible for complying with all laws, professional standards, consent requirements, retention obligations, and organizational policies applicable to that use.
WinTalk does not provide legal, medical, clinical, privacy, records-management, or professional-practice advice.
15. Availability, Maintenance, and Changes to the Service
WinTalk may perform maintenance, updates, security changes, feature changes, infrastructure changes, or other work reasonably required to operate and protect the Service.
Although WinTalk will use reasonable efforts to provide a reliable Service, uninterrupted or error-free availability is not guaranteed. Internet failures, third-party outages, Customer equipment, local network conditions, power failures, security events, maintenance, and other factors may affect availability.
WinTalk may modify or discontinue features where reasonably necessary, while attempting to avoid materially reducing the core paid functionality of an active subscription without reasonable notice.
16. Software Updates
Customers and End Users may be required to install updates to maintain compatibility, security, support, or access to the Service. WinTalk may refuse or limit access from materially outdated, unsupported, tampered, or insecure software versions when reasonably necessary to protect the Service.
17. Intellectual Property and Licence
WinTalk and its licensors retain all ownership rights in the Service, software, websites, documentation, trademarks, designs, source code, object code, and related intellectual property, except for Customer or End User content.
Subject to payment and compliance with these Terms, WinTalk grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service during the applicable subscription or authorized service period.
The Customer must not copy, resell, sublicense, reverse engineer, circumvent licensing controls, distribute unauthorized copies, or permit use outside the Customer's authorized account or deployment unless expressly permitted by a separate written agreement or applicable law.
18. Third-Party Services
The Service may depend on third-party networks, hosting providers, communications providers, operating systems, security services, payment processors, or other technology. WinTalk is not responsible for failures caused solely by third-party services or systems outside WinTalk's reasonable control, although WinTalk will take reasonable steps to restore or work around affected Service functionality when practicable.
19. Payment, Renewal, Cancellation, and Taxes
Recurring subscriptions renew according to the billing interval shown at purchase unless cancelled in accordance with the applicable account or order process.
Amounts already paid are non-refundable except where required by law or expressly stated in a written WinTalk policy or agreement. Cancellation prevents future renewal charges but does not necessarily create a refund for a current billing period already provided.
The Customer is responsible for applicable sales, value-added, goods and services, harmonized sales, provincial sales, or similar taxes unless WinTalk is legally required to collect and remit them.
20. Suspension or Restriction by WinTalk
WinTalk may suspend, restrict, or terminate access where reasonably necessary because of non-payment, security risk, unlawful use, material breach of these Terms, abuse of the Service, attempts to bypass authorization controls, or conduct that threatens the integrity or availability of the Service.
Where circumstances reasonably permit, WinTalk will attempt to provide notice and an opportunity to address the issue before permanent termination. Immediate action may be taken where necessary to protect users, systems, data, or legal compliance.
21. Disclaimer of Warranties
To the maximum extent permitted by applicable law, the Service is provided on an "as available" basis. WinTalk does not warrant that the Service will be uninterrupted, error-free, suitable for every Customer workflow, or capable of replacing professional judgment, emergency systems, or all other communications methods.
Nothing in these Terms excludes warranties, conditions, rights, or remedies that cannot lawfully be excluded or limited.
22. Limitation of Liability
To the maximum extent permitted by applicable law, WinTalk will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, data, or anticipated savings arising from or related to the Service.
To the maximum extent permitted by applicable law, WinTalk's aggregate liability arising from the Service during any twelve-month period will not exceed the amounts actually paid by the Customer to WinTalk for the affected Service during that twelve-month period, except where a different limitation is required by law or stated in a separate written agreement.
These limitations do not apply to liability that cannot legally be limited or excluded.
23. Customer Indemnity
To the extent permitted by law, the Customer is responsible for claims, losses, costs, or liabilities arising from the Customer's unlawful use of the Service, the Customer's professional services, the Customer's failure to obtain required consent or authorization, or use of the Service in material breach of these Terms, except to the extent caused by WinTalk's own breach, negligence, or wrongful conduct.
24. Changes to These Terms
WinTalk may update these Terms from time to time to reflect changes in the Service, law, security requirements, pricing structure, support model, or business operations.
Material changes affecting an existing paid subscription will be communicated by reasonable means, such as email, account notice, website notice, or an in-product notice. WinTalk may require the Customer to accept an updated version before continued use or renewal.
The current version number and effective date will be displayed with these Terms.
25. Electronic Acceptance and Records
Acceptance of these Terms through a checkbox, button, electronic signature, account creation, activation, purchase, renewal, or continued authorized use may be recorded electronically.
WinTalk may retain records showing the Customer account, date and time of acceptance, version of the Terms accepted, and related transaction or account information for audit, contractual, security, and compliance purposes.
26. Notices
Operational, billing, legal, security, and service notices may be provided electronically using the email address, account interface, website, application, or other contact information associated with the Customer account. The Customer is responsible for keeping its contact information current.
27. Governing Law
These Terms are governed by the laws applicable in Canada and the applicable province or territory, without giving effect to conflict-of-law principles that would require the application of another jurisdiction's laws. Nothing in this section limits any mandatory consumer or statutory rights that cannot lawfully be waived.
28. General
If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect to the extent permitted by law.
A failure by WinTalk to enforce a provision immediately does not waive the right to enforce it later.
These Terms, together with any applicable order, pricing page, written service agreement, Privacy Policy, and other expressly incorporated WinTalk policies, form the agreement governing the Customer's use of the Service. If a separately signed written agreement conflicts with these Terms, the signed agreement controls to the extent of that conflict.
29. Contact and Support
Questions about these Terms, billing, account administration, or WinTalk support should be directed through the contact information published on the official WinTalk website or provided with the Customer account.
End Users should normally contact their counsellor, service provider, clinic, organization, or other Customer representative for first-line assistance.