Terms of Service for Clients

If you are in danger or in a crisis - please do not use this site and contact your local psychiatric emergency helpline or call 911 immediately.

Last Updated: June 30th, 2023

These Terms of Service (“Terms”) are a legally binding contract between Wellin5 USA, Inc., a Delaware corporation, ( “Wellin5 USA”, “We” or “Us”) regarding your use of the Therachat suite of online services and online applications (“Therachat” or the “Services”) The term “You” or “User” or “Client” shall refer to any individual that views, uses, accesses, browses or submits any content or material to the Services.

These Terms are important and affect your legal rights, so please read them carefully. Note that these Terms contain 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.

The Services are offered to you conditioned on your acceptance without modification of the Terms contained herein. Certain features, services or tools of the Services may be subject to additional guidelines, terms, or rules, which will be posted with those features and are a part of these Terms. Your use of the Services constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.

THERACHAT IS NOT DESIGNATED OR INTENDED FOR USE IN EMERGENCY SITUATIONS. EMERGENCY AND URGENT QUESTIONS SHOULD BE DIRECTED IMMEDIATELY TO QUALIFIED PROFESSIONALS (E.G., IN THE UNITED STATES, CALL 911 AND/OR VISIT URGENT CARE CENTER). THERACHAT IS NOT INTENDED TO DIAGNOSE ANY MEDICAL CONDITION OR AUTOMATICALLY ALERT YOUR THERAPIST, OR OTHER HEALTHCARE PROFESSIONALS, OR EMERGENCY SERVICES TO POTENTIALLY SERIOUS MEDICAL CONDITIONS.

1. PRIVACY

Your use of Therachat is subject to our Privacy Policy. Please review our Privacy Policy, which also governs Therachat and informs Users of our data collection practices. Please read the Therachat Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Therachat Privacy Policy is incorporated by this reference into and made a part of, these Terms. You explicitly consent to the collection, hosting, use, disclosure, and other processing or handling of your personal information (including sharing data with third-party providers) as described in the Therachat Privacy Policy.

2. USE OF OUR PLATFORM

Therachat is intended only to allow service providers (i.e., therapists, coaches) to communicate with and solicit health information and responses to questions and other interactive prompts (“Data”) from their clients (either directly or by use of automated ‘bot’ functionality) in between therapy sessions and to alert therapists when specified keywords are used in such responses or other criteria are met. Therachat may also create and display reports that associate user data with other data to provide additional insights and analysis. You may not access or use Therachat for any other purpose. Therachat as a platform is not intended to diagnose any medical condition, provide decision support algorithms, psychiatric care, or automatically alert healthcare professionals or patients to potentially serious medical conditions. You are solely responsible for providing any data or other information recorded and stored by you on Therachat.

Access to Therachat is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide without notice. We will not, and neither will any of our partners, be liable if for any reason Therachat is unavailable at any time or for any period. We may make some parts of Therachat available only to Users who have registered an account with us. You may be required to register an account with us and submit certain personal data to access certain parts of Therachat.

You must be eighteen (18) years or over to use Therachat and its services.  We do not knowingly collect, either online or offline, personal information from persons under the age of 13.

3. REGISTRATION, ACCOUNT AND COMMUNICATION PREFERENCES

To access and use certain areas or features of Therachat, you will need to have an account with us (the “Account”). By creating an Account, you agree to (i) provide accurate, current and complete account information about yourself as necessary, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to your Account. In creating an Account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading.

• (a) Communication Preferences: By creating an Account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to Therachat). These communications may include notices about your Account (e.g., password changes, updates, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
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• (b) Account Information: You agree to provide current, complete, and accurate payment and account information for your Account. You agree to promptly update your Account and other information, including your email and address, so that we can complete your transactions and contact you as needed. We reserve the right to suspend the provision of Therachat or any part thereof if any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading. You are responsible for all charges incurred under your Account, whether made by you or another person using your Account.
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• (c) Account Access and Security: Also, you are, and will be solely responsible for, all the activity that occurs through your Account, so please keep your password and Account information secure. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Therachat of any actual or suspected unauthorized use of your Account. We are not responsible for your failure to comply with this clause, or for any delay in shutting down or protecting your Account after you have reported unauthorized access to us. We reserve the right to suspend the provision of the Services or any part thereof if any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading. You are responsible for all charges incurred under your Account, whether made by you or another person using your Account. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that we are not responsible for third-party access to your account that results from theft or misappropriation of your account. We reserve the right to refuse or cancel service, terminate accounts, or remove or edit content from the Platform if, in our opinion, you have failed to comply with any of the provisions of these Terms.

4. NOT A SUICIDE PREVENTION HOTLINE

By signing up for the Therachat Platform, you agree and understand that our services are not a suicide prevention line. The User must immediately call the emergency service number or call the “Suicide Prevention Line” in the User’s province/state and country of residence if the User is thinking about suicide; if the User is considering taking actions that may cause harm to the User or to others; if the User feels that they or any other person may be in any danger or if the User has any medical emergency. If the user is in danger or in a crisis – please do not use this site and please contact the National Helpline at 988 or the text line via SMS to 988 or call 911 immediately.

5. SERIOUS HEALTH ISSUES

You acknowledge, confirm, and agree that the Therachat Platform is not designed for use on its own without an accompanying qualified service provider in instances of serious health and wellness issues on its own related to the areas of mental health and dietary consultations, advice, and drug therapy, diagnosis, treatment, or any suicide prevention. You further agree that upon signing up, the User indemnifies Therachat, its parent/subsidiary companies, its directors, advisors, officers, employees, and its independent contractors or anyone else that is associated with us of any responsibility for the User’s actions and or decisions. The User fully understands and fully assumes responsibility for the User’s own actions and or decisions.

6. PAYMENT

Access to Therachat, or to certain features of Therachat, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable, to the fullest extent permitted under applicable law. If we change the fees for Therachat, including by adding additional fees or charges, we will provide you advance notice of those changes. If you do not accept the changes, we may discontinue providing access to Therachat to you. Notwithstanding the foregoing, if you have entered into a separate written agreement with us governing your use of Therachat which specifies the fees for Therachat, such fees will remain as provided therein for the term of that agreement. We will charge the payment method you specify at the time of purchase. You authorize us to charge all sums as described in these Terms, for the services you select, to that payment method. If you pay any fees with a credit card, we may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. The services may include functionality for activating, updating, or canceling recurring payments for periodic charges. If you activate or update recurring payments through Therachat, you authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. If you use Therachat to update or cancel any existing authorized one-time or recurring payment, it may take several business days for the update or cancellation to take effect. Please contact hello@therachat.io for any billing inquiries.

For promotional purposes, Therachat may occasionally authorize a trial period of 60 days or any other promotional offer for new or existing sign-ups where the subscription fee is waived during the trial period with the agreement that monthly fees commence immediately following the trial period. Therachat reserves the right to eliminate, extend, resume, and modify these trial periods without the obligation of advance notifications.

7. NOTIFICATIONS AND AUTOMATIC ALERTS

Under some circumstances, we may present you with notifications or suggested actions based on our analysis of your Communications Data and other information you or they have provided to us. For example, we may prompt you to respond to questions from your therapist or other interactive services. Those notifications or suggested actions, or lack thereof, are not intended to replace the opinion of your therapist or physician. It is your responsibility to meet regularly with your therapist and other healthcare professionals to determine the proper course of action is based on your therapeutic and medical history. We make no representations or warranties about the accuracy, reliability, completeness, or timeliness of any push notifications. You accept that any reliance on these notifications will be at your own risk, and Wellin5 USA disclaims all liability arising from your use of them or reliance upon them. You agree that we may send push notifications to your email address or mobile device for Service-related or marketing purposes, if they are enabled, provided that we do so in accordance with the Therachat Privacy Policy. You may turn off push notifications through your application settings.

8. ACCESS TO THE SERVICES

We shall use commercially reasonable efforts to ensure the availability of Therachat, except that we shall not be liable for (a) scheduled downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond our reasonable control, including without limitation, (i) a force majeure event; (ii) Internet service provider, web hosting, cloud computing platform, or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of your computer systems or networks; or (iv) any breach by of these Terms by you.

9. PROHIBITED CONDUCT

Use of Therachat is limited to the permitted uses expressly authorized by us. Therachat shall not be used in any way that:

• (a) Add or invite any patient or other individual under the age of 13 to use Therachat;
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• (b) Use or access Therachat (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal
• purpose, or (iii) in violation of any local, state, national, or international law, including without limitation HIPAA, as applicable;
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• (c) Conduct activities that may be harmful to others or that could damage Wellin5 USA’s and/or Therachat’s reputation;
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• (d) Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
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• (e) Post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libellous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
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• (f) Use scrapers, robots, or other data-gathering devices not provided by Therachat on or through Therachat;
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• (g) Interfere with security-related features of Therachat, including by: (a) disabling or circumventing features that prevent or limit the use or copying of any content; or (b) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of Therachat, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
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• (h) Upload or otherwise disseminate any virus, adware, spyware, worm, or other malicious code;
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• (i) Make any unsolicited offer or advertisement to another user of Therachat;
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• (j) Attempt to collect personal information, Communications Data, or other information about another user or third party without their consent;
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• (k) Interfere with or disrupt any network, equipment, or server connected to or used to provide Therachat, or violating any regulation, policy, or procedure of any such network, equipment, or server;
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• (l) Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Therachat or patient account without permission, or falsifying your account registration information;
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• (m) Modify, translate, or create derivative works, adaptations or compilations of, or based on, Therachat or part thereof, or use, copy or reproduce Therachat or any part thereof other than as expressly permitted in these Terms;
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• (n) Assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any Materials (as defined below) or any right or ability to view, access, or use any Material; or
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• (o) Attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.

10. INTELLECTUAL PROPERTY RIGHTS

• (a) Ownership: Therachat is owned and operated by Wellin5 USA. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of Therachat (“Materials”) provided by us are protected by intellectual property and other laws. All Materials included in Therachat are the property of Wellin5 USA or our third-party licensors. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in these Terms. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
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• (b) Restrictions: You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on Therachat. Our content is not for resale. Your use of Therachat does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of Wellin5 USA and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Wellin5 USA or our licensors except as expressly authorized by these Terms.
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• (c) License: You are granted a non-exclusive, non-transferable, revocable license to access and use Therachat strictly in accordance with these Terms. As a condition of your use of Therachat, you warrant to us that you will not use Therachat for any purpose that is unlawful or prohibited by these Terms. You may not use Therachat in any manner which could damage, disable, overburden, or impair Therachat or interfere with any other party's use and enjoyment of Therachat. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Therachat.
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• (d) Open-Source Software: The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining such Open-Source Components under the applicable third-party licenses or to limit your use of such Open-Source Components thereunder.

11. USER CONTENT

Certain features of Therachat may permit you, your therapist, or other users to upload content to Therachat, including messages, images, data, text, and other types of information (“User Content” ) and to publish User Content on Therachat. You retain the copyrights, any moral rights, and any other proprietary rights that you may hold in the User Content that you post to Therachat. By posting or publishing User Content, you grant Wellin5 USA a worldwide, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify, delete, adapt, publish and distribute your User Content, in whole or in part, for any purpose in accordance with our Privacy Policy, in any media formats and through any media channels now known or hereafter developed. By posting or sharing User Content with your therapist or other users of Therachat, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of Therachat.

You further acknowledge and agree that you and you alone, are responsible for the development of your User Content. You grant all rights described in this paragraph in consideration of your use of the Services, without compensation of any sort to you. We do not claim ownership of User Content. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize us and users of Therachat to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by us, Therachat, and these Terms; and your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law or regulation, as applicable.

We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using Therachat you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. To the fullest extent allowed under applicable law, you agree to waive and do waive, any legal or equitable right or remedy you have or may have against Wellin5 USA with respect to User Content. We expressly disclaim any and all liability in connection with User Content, to the fullest extent allowed under applicable law. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.

12. DMCA NOTIFICATION AND TAKEDOWN POLICY

We respect intellectual property rights and expect its users to do the same. If you are a copyright owner or an agent thereof, and you believe that any content hosted on any of the Services infringes Your copyrights, then you may submit a notification by providing our Designated Copyright Agent with the following information in writing:

• (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
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• (b) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the applicable Services are covered by a single notification, a representative list of such works on the applicable Services;
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• (c)Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material; Information reasonably sufficient to permit Therachat to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
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• (d) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, "I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law."); and
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• (e) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.").

The Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Wellin5 USA, Inc.

6790 Embarcadero Ln, #100

Carlsbad, CA 92011

Email: privacy@therachat.io

For clarity, only notices under this section should go to the Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. Please note that under Section 512(f) of the U.S. Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

13. INTERACTIONS WITH OTHER USERS

We cannot and do not verify the identity of Users of our Services or the accuracy of any information that Users provide. You are solely responsible for determining the identity and suitability of the other Users with whom you interact when using the Services. We do not investigate or verify any user’s or member’s reputation, conduct, morality, criminal background, or any information Users may submit to the Services. You are solely responsible for your interactions with other Users of the Services.

You agree that in conjunction with your use of the Services, you will maintain safe and appropriate contact with other Users and other people in the real world. You will not harass threaten or otherwise violate the legal rights of others. You will not trespass, or in any manner attempt to gain or gain access to any property or location where you do not have a right or permission to be and will not otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind. If you have a dispute with any third party relating to your use of Services, you release Us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected, and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

14. USE OF COMMUNICATION SERVICES

Therachat may contain bulletin board services, chat, private chat, messaging, forums, and/or other message or communication facilities designed to enable you to communicate with other Users (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to Therachat. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not engage in any prohibited conduct listed in these terms.

We have no obligation to monitor the Communication Services. However, we reserve the right to review materials posted to a Communication Service and to remove any materials in our sole discretion. We reserve the right to access, monitor, review and read any Communication Services as reasonably necessary to perform the Services, including without limitation to enforce these Terms and to monitor your conduct and misuse. We reserve the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

15. FEEDBACK

You can submit questions, comments, suggestions, ideas, original or creative materials or other information about Therachat or the services provided through Therachat (collectively, “Feedback”). Feedback is non-confidential and shall become the sole property of Wellin5 USA. We shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

16. LINKS TO THIRD-PARTY WEBSITES/THIRD-PARTY SERVICES

The Services may contain links to other brands or services ("Linked Website"). The Linked Websites are not under our control, and We are not responsible for the contents of any Linked Websites, including without limitation any link contained in a Linked Website, products or merchandise sold through the Services, or any changes or updates to a Linked Website. We are providing these links to you only as a convenience, and the inclusion of any link does not imply our endorsement of the services or any association with its operators. Certain services made available through the Services are delivered by third parties and organizations and these Terms do not apply to any Linked Website. By using any product, service or functionality originating from the Platform, you hereby acknowledge and consent that We may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality on behalf of Therachat and customers.

17. TERMINATION OF USE; DISCONTINUATION AND/OR MODIFICATION OF THERACHAT

You may terminate your account at any time by contacting customer service at hello@therachat.io If you violate any provision of these Terms, your permission from us to use Therachat will terminate automatically. In addition, we may in our sole discretion terminate your user account on Therachat or suspend or terminate your access to Therachat at any time if you violate any provision of these Terms if we no longer provide any part of Therachat, or for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue Therachat at any time (including by limiting or discontinuing certain features of Therachat), temporarily or permanently, without notice to you. To the fullest extent permitted under applicable law, we will have no liability whatsoever on account of any change to Therachat or any suspension or termination of your access to or use of Therachat. Upon the termination of your account or this agreement for any reason, we may at our option delete any data associated with your account.

18. ADDITIONAL TERMS

Your use of Therachat is subject to all additional terms, policies, rules, or guidelines applicable to Therachat or certain features of Therachat that we may post on or link to from Therachat (the “Additional Terms”), such as End-User License Agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on Therachat, subject to Section 17. All Additional Terms are incorporated by this reference into and made a part of, these Terms.

19. SUBCONTRACTORS

You hereby consent to the engagement of third parties (including Wellin5 USA’s affiliates) to perform, or support the performance of, all or any portion of the Services).

20. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on Therachat that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in Therachat is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information on Therachat, except as required by law. No specified update or refresh date applied in Therachat, should be taken to indicate that all information in Therachat has been modified or updated.

WELLIN5 USA DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THERACHAT OR ANY CONTENT OR INFORMATION THAT IS AVAILABLE, ADVERTISED OR SOLD THROUGH THERACHAT IS ACCURATE, COMPLETE, AVAILABLE, OR CURRENT, OR THAT THE RESULTS OF USING THE THERACHAT WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE THERACHAT.

21. INDEMNIFICATION

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU ARE RESPONSIBLE FOR YOUR USE OF THERACHAT, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS WELLIN5 USA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES, AGENTS FROM AND AGAINST EVERY CLAIM, LIABILITY, DAMAGE, LOSS, AND EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (A) YOUR ACCESS TO, USE OF, OR ALLEGED USE OF, THERACHAT; (B) YOUR VIOLATION OF ANY PORTION OF THESE TERMS, ANY REPRESENTATION, WARRANTY, OR AGREEMENT REFERENCED IN THESE TERMS, OR ANY APPLICABLE LAW OR REGULATION, INCLUDING WITHOUT LIMITATION HIPAA; (C) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHT OR PUBLICITY, CONFIDENTIALITY, OTHER PROPERTY, OR PRIVACY RIGHT; (D) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD PARTY; AND (E) ALL CLAIMS ARISING FROM OR ALLEGING FRAUD, INTENTIONAL MISCONDUCT, CRIMINAL ACTS, OR GROSS NEGLIGENCE COMMITTED BY YOU. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU (WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THAT MATTER), AND IN THAT CASE, YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THAT CLAIM.

22. DISCLAIMERS; NO WARRANTIES

THERACHAT AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THERACHAT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE WELLIN5 USA ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THERACHAT AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THERACHAT, INCLUDING (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER THE COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE ON OR TRANSMITTED BY THERACHAT IS TRUE, COMPLETE OR ACCURATE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THERACHAT IS NOT RESPONSIBLE FOR ANY THERAPEUTIC OR OTHER HEALTHCARE DECISIONS MADE BY YOUR THERAPIST OR ANY OTHER HEALTHCARE PROFESSIONAL BASED UPON DATA OR INFORMATION COLLECTED, TRANSMITTED OR DISPLAYED BY OR THROUGH THERACHAT, WHETHER SUCH DATA IS ACCURATE OR INACCURATE. THE WELLIN5 USA ENTITIES DO NOT WARRANT THAT THERACHAT OR ANY PORTION OF THERACHAT, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THERACHAT, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THERACHAT OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THERACHAT WILL CREATE ANY WARRANTY REGARDING ANY OF THE WELLIN5 USA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THERACHAT, YOUR DEALINGS WITH YOUR THERAPIST OR ANY OTHER THERACHAT USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THERACHAT. YOU UNDERSTAND AND AGREE THAT YOU USE THERACHAT, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THERACHAT AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THERACHAT), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THERACHAT OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

23. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THERACHAT OR ANY OF ITS OWNERS, EMPLOYEES, OFFICERS, AGENTS, AFFILIATES, AND SUBSIDIARIES (“RELEASEES”) BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES. NEITHER THERACHAT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, FROM THE USE OF OR INABILITY TO USE THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

IN NO EVENT WILL THERACHAT, ITS SUBSIDIARIES OR INSURERS AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES, EXCEED THE GREATER OF (I) THE AMOUNTS YOU HAVE PAID FOR THE SERVICES, IF APPLICABLE, IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (II) US $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THERACHAT AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

24. INFORMATIONAL DISPUTE RESOLUTION

You agree that any dispute that has arisen or may arise between Us relating in any way to Your use of or access to the Services, any validity, interpretation, breach, enforcement, or termination of this Agreement, or otherwise relating to Therachat in any way (collectively, "Covered Dispute Matters") will be resolved in accordance with the provisions set forth in this Section. If You have any dispute with Us, you agree that before taking any formal action, contact us at hello@therachat.io and provide a brief, written description of the dispute and your contact information (including your email address) and allow sixty (60) days to pass, during which We will attempt to reach an amicable resolution of any issue with you.

25. MANDATORY ARBITRATION

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST THERACHAT ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THERACHAT, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST THERACHAT BY SOMEONE ELSE.

• (a) Arbitration Procedure: You agree that any dispute, claim or controversy arising out of or relating to (i) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms will be settled by binding arbitration between you and Therachat, and not in a court of law. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of California. The Arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regard to these Terms or any disputes arising as a result of these Terms, whether directly or indirectly, including Tort claims that are a result of these Terms. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. YOU UNDERSTAND AND AGREE THAT YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY. This Arbitration Agreement shall survive the termination of these Terms.
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• (b) Exceptions to Our Agreement to Arbitrate Disputes: There are only two exceptions to this Agreement to arbitrate: (i) if either party reasonably believes that the other party has in any manner violated or threatened to infringe the intellectual property rights of the other party, the party whose rights have been violated may seek injunctive or other appropriate interim relief without bond in any court of competent jurisdiction or (ii) each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.
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• (c) Who Bears the Costs of Arbitration? You agree that payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules unless otherwise stated in this Agreement to arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous or without merit, you agree that Therachat is relieved of its obligation to reimburse you for any fees associated with the arbitration.
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• (d) Future Amendments to the Agreement to Arbitrate: Notwithstanding any provision in this Agreement to the contrary, You and We agree that if We make any amendment to this Agreement to arbitrate in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Therachat prior to the effective date of the amendment. However, the amendment shall apply to all other disputes or claims governed by the Agreement to arbitrate that have arisen or may arise between you and Therachat If you do not agree to these amended terms, you shall not access or use the Services, and the revised terms will not bind you.
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• (e) Judicial Forum for Legal Disputes: If the Agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to arbitrate, as a result of a decision by the arbitrator or court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and Therachat must be resolved exclusively by a state or federal court located in Sacramento County, California. You agree to submit to the exclusive personal jurisdiction of the courts situated in Sacramento County, California, for the purpose of litigating all such claims or disputes.
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• (f) Arbitration Opt-Out Procedure: If you are a new user, you can choose to reject the agreement to arbitrate provision by emailing us an opt-out notice to hello@therachat.io (“Opt-Out Notice"). The Opt-Out Notice must be received no later than thirty (30) days after the date you accept the terms of this Agreement for the first time. If you are not a new user, you have until thirty (30) days after the posting of the new terms to submit an arbitration opt-out notice. To opt out, you must email your name, address (including street address, city, state, and zip code), email address to which the opt-out applies, and an unaltered digital image of your valid driver’s license to hello@therachat.io. This procedure is the only way. You can Opt-Out of the Agreement to arbitrate. If you Opt-Out of the Agreement to arbitrate, all other parts of this Agreement and this Disputes Section will continue to apply to you. Opting out of this Agreement to arbitrate does not affect any previous, other, or future arbitration agreements that you may have with Therachat you waive certain rights. By agreeing to this agreement, you now irrevocably waive any right you may have (i) to a court trial (other than small claims court as provided above), (ii) to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding filed against Us and/ or related third parties, and (iii) to a trial by jury even if any arbitration is not required under this agreement. Statute of limitations for your claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the site, services, or this agreement must be filed within one (1) year after such claim or cause of action arises, or it will be forever barred.
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• (g) Applicable Law: You and We agree that United States federal law, including the Federal Arbitration Act, and (to the extent not inconsistent with or pre-empted by federal law) the laws of the State of California, without regard to conflict of laws principles, will govern all Covered Dispute Matters. Such body of law will apply regardless of Your residence or the location of where You use the Services.

26. CLASS ACTION WAIVER

Any arbitration or action under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, the arbitrator or judge may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

27. HARM FROM COMMERCIAL USE

You agree that the consequences of commercial use or re-publication of content or information from Therachat may be so serious and incalculable, that monetary compensation may not be a sufficient or appropriate remedy and that we will be entitled to temporary and permanent injunctive relief to prohibit such use.

28. RELIANCE ON INFORMATION POSTED

Commentaries and other materials posted on Therachat are not intended to amount to medical advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor of the Website, or by anyone who may be informed of any of its contents.

29. ENTIRE AGREEMENT

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and us with respect to Therachat and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us.

30. CHANGES TO TERMS

We reserve the right, in our sole discretion, to change the Terms under which Therachat is offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. We may alter or amend our Terms by giving you reasonable notice. By continuing to use Therachat after the expiry of the notice period, or accepting the amended Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms.

31. SEVERABILITY

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

32. FORCE MAJEURE

We shall be excused from performance under these Terms, to the extent we are prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Therachat.

33. EXPORT CONTROLS

The Services originate in the United States and are subject to United States export laws and regulations. The Services may not be exported or re-exported by you to certain countries, or those persons or entities prohibited from receiving exports from the United States. In addition, the Services may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to the use of the Services.

34. CONSENT TO ELECTRONIC COMMUNICATIONS

Using Therachat or sending emails to us constitutes an electronic communication. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on Therachat, satisfy any legal requirement that such communications be in writing.

35. NOTICE TO CALIFORNIA RESIDENTS

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding the use of the service.

36. NOTICE FOR USERS OF THERACHAT ON iOS

This Section applies to the extent you are using our mobile application(s) on an iOS device. You acknowledge that these Terms are between you and Therachat only and not with Apple, Inc. (“Apple”), and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

37. MISCELLANEOUS

These Terms constitute the entire agreement between you and Us relating to your access to and use of the Services. The Services are controlled and operated from within the United States. Without limiting anything else, We make no representation that the Services, information, or other materials available on, in, or through the Services are applicable or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access our Platform from other locations do so on their own volition and are responsible for compliance with applicable laws. These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you without our prior written consent. The waiver or failure of Therachat to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of the other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”

CONTACT US

We welcome your questions or comments regarding these Terms:

WELLIN5 USA, INC.

6790 Embarcadero Ln, #100

Carlsbad, CA 92011

By E-mail:

hello@therachat.io