Counslr Terms of Use
Last Updated: August 1, 2020


DO NOT USE THIS WEBSITE OR ANY PART OF COUNSLR’S PLATFORM FOR EMERGENCY MEDICAL NEEDS. IF YOU ARE CONSIDERING TAKING ANY ACTION THAT MAY CAUSE HARM TO YOU OR OTHERS, OR YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL 911 AND NOTIFY THE RELEVANT AUTHORITIES.

Please read these Terms of Use carefully (the “Terms”). These Terms are a legal agreement between you and Counslr LLC (“Counslr” or “we”, “us”, or “our”). These Terms govern and apply to your access and use of the communication platform offered by Counslr, including its website and mobile apps (the “Platform”). By accessing or using the Platform, you are agreeing to these Terms. If you do not agree to be bound to any of these Terms, you must not access the Platform.

THE PLATFORM DISPLAYS THE NATIONAL SUICIDE HOTLINE, 1-800-273-8255, IN SEVERAL PROMINENT PLACES. IF YOU ARE CONTEMPLATING SUICIDE OR FACING AN IMMEDIATE OR EMERGENT CRISIS, PLEASE CALL THAT HOTLINE IMMEDIATELY.

By using the Platform, you certify that you are over the age of eighteen and consent to engaging in counseling, or that your parent or guardian has consented to your use of the Platform. You acknowledge that the truthfulness of the information you provide about your age and residence is required for your use of the Platform.

The Counselors and Counseling Services
The Platform will, with your consent, be used to connect you with a licensed Counselor who will provide services to you through the Platform (“Counseling Services”).

We require every Counselor providing Counseling Services on the Platform to be an accredited, trained, and experienced licensed mental health counselor (or equivalent recognized professional certification based on their state and/or jurisdiction). Counselors must successfully complete Counslr’s necessary orientation, training, and practice requirements as applicable, and must continually demonstrate that they are qualified and certified by their respective professional boards.

The Counselors are independent providers who are not our employees, agents, or representatives. The Platform’s role is limited to enabling the Counseling Services, while the Counselors on the Platform are the ones themselves responsible for the Counseling Services. If you feel the Counseling Services provided by the Counselor you are connected with do not fit your needs or expectations, you may switch to a different Counselor who provides Counseling Services through the Platform.

While we hope the Counseling Services are beneficial to you and anticipate that they will be, you understand, agree and acknowledge that they may not be the appropriate solution for your needs. The Counseling Services may not be appropriate for every individual or for every particular situation, and may not be a complete substitute for a face-to-face consultation, examination, or care.

DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE PLATFORM. THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS REQUIRING AN IN-PERSON EVALUATION. YOU SHOULD NOT USE THIS PLATFORM IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS. IT IS NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM.

Other than the guidance and advice you receive directly from your licensed Counselor, the other educational, graphics, research sources and other incidental information on the Platform (the “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. Nothing on the Platform represents or warrants that any particular medication or treatment is safe, appropriate, or effective for you. Counslr does not endorse any specific tests, medications, products or procedures.

Privacy & Security
One of our top priorities is to protect and safeguard any information you provide through the Platform. The Counslr platform is fully HIPAA-compliant and follows stringent data privacy rules. Information about our security practices and about your data privacy can be found in our Privacy Policy (available at www.counslr.com/legal/privacy).

By agreeing to these Terms or by using the Platform, you are also agreeing to the terms of our Privacy Policy. The Privacy Policy is incorporated into and deemed a part of these Terms.

Third-Party Content
The Platform may contain other content, products, or services which are offered or provided by third parties (“Third-Party Content”), including links to such Third-Party Content. We have no responsibility for the creation of any such Third-Party Content, and we will not be liable for any damage or loss caused by the products, practices, terms, or policies of any third parties.

Disclaimers
ACCESS TO THE PLATFORM 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, THE PLATFORM 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, THE PLATFORM DOES NOT WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM 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 PLATFORM OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE PLATFORM CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD. THE PLATFORM CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGE, OR LIABILITY 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 PLATFORM.

Limitation of Liability
IN THE EVENT OF ANY PROBLEM WITH THE PLATFORM OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE PLATFORM. UNDER NO CIRCUMSTANCES SHALL COUNSLR, ANY OF COUNSLR’S LICENSORS OR SUPPLIERS, OR ANY THIRD PARTIES WHO PROMOTE THE PLATFORM OR PROVIDE YOU WITH A LINK TO THE PLATFORM BE LIABLE IN ANY WAY FOR YOUR USE OF THE PLATFORM 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 COUNSLR, ITS LICENSORS OR SUPPLIERS OF NON-MEDICAL / MENTAL HEALTHCARE SERVICES, OR ANY THIRD PARTY WHO PROMOTES THE PLATFORM OR PROVIDES YOU WITH A LINK TO THE PLATFORM BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE, EVEN IF COUNSLR OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

This section on Limitation of Liability, and all clauses in these Terms regarding limitations of liabilities and indemnification, shall survive the termination or expiration of these Terms.

Your Conduct
You hereby confirm that you are legally able to consent to receive Counseling Services, or have the consent of a parent or guardian, and that you are legally able to enter into a contract.

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current, and complete. Furthermore, you agree that during the term of these Terms you will make sure to maintain and update this information so it will continue to be accurate, current, and complete.

You agree, confirm, and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively “Account Access”). We advise you to change your password frequently and to take extra care in safeguarding your password.

You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

You agree, confirm, and acknowledge that we will not be liable for any loss or damage incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

You agree, confirm, and acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

You agree and commit not to use the account or Account Access of any other person for any reason.

You agree and confirm that your use of the Platform, including the Counseling Services, are for your own personal use only and that you are not using the Platform or the Counseling Services for or behalf of any other person or organization.

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform’s systems, services, servers, networks, or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

You agree and commit not to make any use of the Platform for the posting, sending or delivering of any of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist, or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause, or encourage a criminal action or violate any applicable law.

You agree and commit not to violate any applicable local, state, national, or international law, statute, ordinance, rule, regulation, or ethical code in relation to your use of the Platform and your relationship with the Counselors and Counslr.

If you receive any file from us or from a Counselor, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

You will indemnify, defend, and hold harmless Counslr from and against any and all claims, losses, causes of action, demands, liabilities, costs, or expenses (including, but not limited to, litigation and reasonable attorneys’ fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right. This clause shall survive expiration or termination of these Terms.

Modifications, Termination, Interruption, and Disruptions to the Platform
You understand, agree and acknowledge that we may modify, suspend, disrupt, or discontinue the Platform, any part of the Platform, or the use of the Platform, whether to all clients or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

The Platform depends on various factors such as software, hardware, and tools, either our own or those owned and operated by our contractors and suppliers. While we strive to ensure that the Platform is consistently reliable and accessible, you understand that we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely, or error-free at all times.

Notices
We may provide notices or other communications to you regarding this agreement or any aspect of the Platform by email or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to hello@counslr.com. 

Important Notes About These Terms
These Terms and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.

You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to these Terms or our relationship with you, regardless of theory, shall be the U.S. District Court for the Eastern District of New York, or the state courts located in Nassau County in New York. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.

THESE TERMS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THESE TERMS.

We may change these Terms by posting modifications on the Services. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check these Terms frequently. The last update date of these Terms is posted at the top of the terms. By using the Services after any changes become effective, you agree to be bound by such changes. If you do not agree to the changes, you must terminate access to the Services.

We may freely transfer or assign this Services or any of its obligations hereunder.

The paragraph headings in this Services are solely for the sake of convenience and will not be applied in the interpretation of this Services.

If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of these Terms will remain in full force and effect.

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