CLIENT TERMS OF USE

DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER AND NOTIFY THE RELEVANT AUTHORITIES.

Please read these terms of use carefully ("Terms"). These Terms govern and apply to your access and use of the communication platform offered by Groop Internet Platform, Inc. d/b/a ONDEK (“ONDEK”) and ONDEK services available via the ONDEK website and ONDEK mobile apps (“App”) (collectively, the "Service") and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Service (collectively referred to as "Content"). By accessing or using the Service, you agree to comply with and to be bound by all of the terms and conditions described in these Terms. If you do not agree to all of these terms and conditions, you are not authorized to use the Service. The terms “you,” “your,” and “yourself” refer to the individual user of the Service.

Service Content

Other than information received directly by you from a Pro Performance Coach, the Platform Content should not be considered medical advice. You should always talk to an appropriately qualified health care professional for diagnosis and treatment, including information regarding which medications or treatment may be appropriate for you. None of the Content represents or warrants that any particular medication or treatment is safe, appropriate, or effective for you. Without limitation, ONDEK does not recommend or endorse any specific tests, providers, medications, products or procedures.

 

Account Enrollment

To access the Service, you must first enroll to establish an individual user account (“Account”), by providing certain information. You agree that you will not create more than one Account, or create an Account for anyone other than yourself without first receiving permission from the other person. In exchange for your use of the Service and, if applicable, in order for providers to send notices to you, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by our Account enrollment form (understanding you may use an anonymous user name) ; and (ii) each time you log on, maintain and promptly update such Account information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ONDEK has reasonable grounds to suspect that such Account information is untrue, inaccurate, not current or incomplete, ONDEK reserves the right to suspend or terminate your Account and refuse any and all current or future use of the Service. You shall at all times remain responsible for maintaining the confidentiality of your Account password and user name (if any) and any other security information related to your Account. ONDEK will not be liable for any loss that you incur as a result of someone else using your Account, either with or without your knowledge.

 

Acceptable Use

You agree not to access or use the Service in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes these Terms. You shall not post, use, store or transmit (i) a message or information under a false name; (ii) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (iii) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Service by any method, including through use of viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use the Service in any manner that could damage, disable or impair the Service. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Service for any purpose. Neither ONDEK nor its affiliates are under any obligation to respond to messages posted on the Service. You are solely responsible for the information or material you post on the Service.

 

The following terms apply to any App accessed through or downloaded from any source (such as the Apple App Store or other similar platforms) where the App is made available (each such distribution platform an "App Provider"). You acknowledge and agree that:

these Terms are between you and ONDEK, and not with the App Provider, and that ONDEK (not the App Provider), is solely responsible for the App; and the App Provider has no obligation to furnish any maintenance and support services with respect to the App Claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ONDEK.

If you download the App, such as a stand-alone software product or a browser plugin, you agree that from time to time, the software may download upgrades, updates and additional features from us in order to improve, enhance, and further develop the software, Service, or App. The Service may change from time to time and/or ONDEK may stop (permanently or temporarily) providing the Service (or features within the Service), possibly without prior notice to you.

 

Service Fees

Payment for use of the Service is used to compensate ONDEK for its software development, overhead, administrative services and other corporate costs and fees, including transaction fees for credit card usage. The Pro Performance Coaches practicing through the Service also pay for use of the ONDEK technology and for administrative fees. Part of your payment, accounted for separately, is remitted to the Pro Performance Coach for the services provided to you. ONDEK does not participate, split or take a percentage of this part of the payment. Regardless of this payment, ONDEK is not deemed as the provider of any Pro Performance Coach services. You agree to pay all fees and charges associated with your Account on a timely basis and according to the fee schedule, the terms and the rates as published by ONDEK from time to time. Such fees and charges (including any taxes and late fees, as applicable) may be charged on the credit card provided during the initial setup of your Account. You agree to maintain valid credit card information in your Account. By providing ONDEK with credit card information you authorize ONDEK to bill and charge your credit card.

 

Pro Performance Coaches

ONDEK does not employ Pro Performance Coaches. Furthermore, ONDEK assumes no responsibility for the quality of the coaching services a Pro Performance Coach provides, nor any act, omission or wrongdoing of any Pro Performance Coach. While ONDEK will help you match with a Pro Performance Coach, help you find a new Pro Performance Coach if the match is unsuccessful and follow up on any complaints about your current Pro Performance Coach, ONDEK makes no representation or warranty whatsoever as to whether you will find the Pro Performance Coach’s services relevant, useful, correct, satisfactory or suitable to your needs.

 

While ONDEK does research and verify certain documents of the Pro Performance Coaches using the Service, ONDEK does not guarantee the verification of degrees, qualifications, licensure, certification, credentials, competence, or background of any Pro Performance Coach. Your relationship relating to the Pro Performance Coach services is strictly with the Pro Performance Coach. ONDEK is not involved with the actual substance of that relationship and does not validate or control any of the Pro Performance Coach services. You are advised to exercise a high level of care and caution in the use of the ONDEK. You agree, confirm and acknowledge that you are aware of the fact that in some cases, the care offered through the Service may not be a full and complete substitute for a face-to-face session. You should never rely on or make health or well-being decisions purely on use of ONDEK. Never disregard, avoid, or delay in obtaining medical advice from your doctor or other qualified healthcare therapist, or by traditional face-to-face appointment; because of information or advice you received through ONDEK.

 

Intellectual Property

 All of the content available on or through the Service is the property of ONDEK or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through the Service to any third party. All software and accompanying documentation made available for download from the Service is the copyrighted work of ONDEK or its licensors. Any copy made of information obtained through the Service must include all applicable copyright notices.

Subject to the terms of this Agreement, ONDEK hereby grants you a limited, revocable, nontransferable and non-exclusive license to use the software, network facilities, content and documentation on and in the Service to the extent, and only to the extent, necessary to access and use the Service.

The license granted herein does not permit you, and you agree not to: (i) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service; or (ii) transfer, distribute, sell, lease, rent, disclose or provide access to the Service to any third party or use the Service to provide service bureau, time sharing or other services to third parties.

 

Disclaimers

ACCESS TO THE SERVICE AND THE INFORMATION CONTAINED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ONDEK DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, ONDEK DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES ONDEK MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICE OR ANY OF THE INFORMATION CONTAINED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE SERVICE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICE CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD. ONDEK CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICE.

 

Limitations of Liability

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. UNDER NO CIRCUMSTANCES SHALL ONDEK, ANY ONDEK LICENSOR OR SUPPLIER, OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE IN ANY WAY FOR YOUR USE OF THE SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL ONDEK, ITS LICENSORS OR SUPPLIERS OF NON-MEDICAL SERVICES OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF ONDEK OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

 

Hyperlinks

Any link (including a hyperlink, button or referral device of any kind) used in the Service is provided for your use and convenience. The appearance of a link does not constitute an endorsement, recommendation or certification by ONDEK, nor should the presence of a link in any way be construed as a suggestion that any third party website has any relationship to ONDEK. ONDEK does not endorse the content on any third-party websites. ONDEK is not responsible for the content of linked third-party websites or third-party advertisements, and does not make any representations regarding its content or accuracy. ONDEK does not knowingly link to websites that may infringe on valid and existing trademarks, service marks, copyrights or patents. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites.

 

International Use

The Service is designed for and intended for users in the United States. ONDEK makes no representation that the information and services provided on the Service are applicable to, appropriate for, or available to users in locations outside the United States. Accessing the Service from territories where the content is illegal is prohibited. If you choose to access the site from a location outside the U.S., you do so on your own initiative and you are responsible for compliance with local laws.

 

Termination

ONDEK may suspend or terminate your access to the Service at any time, for any reason or for no reason at all. ONDEK has the right (but not the obligation) to refuse to provide access to the Service to any person, agency or organization at any time, for any reason or for no reason at all, in our sole discretion. ONDEK reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently, without prior notice.

 

Privacy

You affirmatively consent to the fact that ONDEK’s Oversight Personnel will, as needed, review your particular "Session Transcripts" or "Training Room" in a de-identified “Safe Harbor” form for the following purposes:

To review your complaint about a particular issue/instance that you report about Pro Performance Coach; For your safety concerns or complaints of unethical Pro Performance Coach practices; To transition you to a new Pro Performance Coach or if your account is non responsive or inactive for an extended period of time; or for your quality assurance concern.

You consent to ONDEK using "Meta Data" and other search terms to scan de-identified transcripts to search for trends and patterns that may affect the quality of service to you or the practices of the Pro Performance Coaches. If your particular complaint requires review of Session Transcripts in the original form, you consent that ONDEK Oversight Personnel may access your account only to respond to your particular complaint or raised issue.

You Consent that ONDEK may record your calls to Customer Service to assure Quality Assurance.

You affirmatively grant ONDEK permission to have your Pro Performance Coach periodically provide non content based assessments of your progress to ONDEK. You understand that the Platform provides the Pro Performance Coach assessment tools that serve to provide information on your mental health and well-being; and that results can be seen by your Pro Performance Coach to discuss with you.

All de-identified data, meta-data and research data collected by ONDEK through your use the Service remains the sole property of ONDEK. You shall not request ONDEK remove or delete any of such data. You agree that the email username you provide can be used by ONDEK to send you marketing offers from the Platform.

You agree that ONDEK may collect and use all data provided to or created by the Service in compliance with ONDEK’s Privacy Policy. For more information about how your personal information is handled, please see the privacy policy of ONDEK at https://www.talkspace.com/public/privacy-policy.

 

Disputes

Any dispute or claim relating in any way to your use of the Service will be resolved by binding confidential arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to these Terms.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must these Terms as a court would.

It is agreed that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration ONDEK and you each waive any right to a jury trial. It is further agreed that you may not bring suit in court to enjoin infringement or other misuse of intellectual property rights.

 

General

You agree to submit to the venue and jurisdiction of the New Jersey courts. ONDEK’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. Notices required to be given to you by ONDEK may be delivered by electronic mail to the address provided during the creation of your Account. These Terms constitute the entire agreement between ONDEK and yourself regarding the Service, and supersede and replace any prior agreements you and ONDEK might have regarding the Service. ONDEK may revise these Terms from time to time without notice to you. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.

 

This Agreement notice was last updated on February 1, 2019 and is deemed effective as of this date.

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