Last Updated: August 8, 2022
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By accepting (“click the link”), you indicate that you have read, understand, accepted, and become legally bound to the following terms of this Terms of Service Agreement (the "Agreement") between Counslr, Inc., and its authorized agents, (collectively referred to as "Company”, "us" or "we"), and you as a registered user (“you”) of the online services (telehealth services) of the website, mobile apps or other electronic means controlled by Counslr, Inc (collectively, the “Platform”), for the purpose of providing you, someone under the age of 18 years of age or who lacks the capacity to grant consent (“Minor User”), or other person over the age of 18 years (“Other User”, and with you and Minor User, collectively “Users”) with Support Services (as defined below) administered via a telehealth platform (collectively, the “Services”).
This Agreement governs and applies to your access and use of the Platform and receipt of Services.
⠀2. Eligibility Requirements and Acknowledgements
⠀3. Electronic Communication Authorization
You agree that by using the Platform, you expressly authorize Counslr and the Counselors to communicate with you via electronic means, such as email, text, telephone, or chat, as determined appropriate by Counslr. You understand that such electronic communication is not a secure form of communication, and you understand there are risks involved in such communications, such as unauthorized access or inadvertent disclosure of your Private Information.
4. The Counselors and Support Services
The Platform will be used to connect you with a Counselor who will provide Support Services for you through the Platform.
We require every Counselor providing Support Services on the Platform to be an accredited, trained, and experienced licensed mental health professional (or hold an equivalent recognized professional license based on their state and/or jurisdiction). Counselors must successfully complete Counslr’s necessary orientation, training, and practice requirements as applicable. Counselors must continually demonstrate that they are qualified and certified by their respective professional licensing boards.
The Counselors are independent providers who are not our employees, agents, or representatives of Counslr. The Counselors on the Platform are themselves solely responsible for the provision of Support Services. If you feel the Support provided by the Counselor with whom you are connected does not meet your needs or expectations, you may switch to a different Counselor who provides Support Services through the Platform at any time.
5. Support Services are NOT Health Care Services
While we hope the Support Services are beneficial to you, you understand, agree and acknowledge that they may not be the appropriate solution for your needs. The Support Services provided on the Platform are to be used as a source of mental health support only, and are not to be used for, or as a substitute to, medical or mental health treatment, a face-to-face consultation, assessment, or care.
You understand that no clinician-client relationship shall be formed on the Platform. By answering questions, Counselors do not intend to form, and do not form, any clinician-client relationship, and the contents of any Posts may not be protected by any clinician-client privilege.
DO NOT DISREGARD DISTURBING OR CONCERNING SYMPTOMS. DO NOT AVOID OR DELAY OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BASED ON INFORMATION OR SUPPORT YOU RECEIVED THROUGH THE PLATFORM. THE PLATFORM IS NOT INTENDED TO PROVIDE ANY CLINICAL DIAGNOSIS OR TREATMENT, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM.
6. Services Provided by Counslr
The Company’s role is limited to providing the software to enable the Counselor to connect with you on the Platform for the purpose of providing Support Services.
The Company does not provide Support Services or other mental health or healthcare services. The Counselors, not the Company, are responsible for any acts or omissions in providing Support Services, and you and the Counselor are responsible for the contents in the texts made and exchanged on the Platform during any session, including questions, answers, requests for information, responses, profiles and other places where Users communicate with Counselors (“Posts”).
We do not refer Users to, or endorse or recommend, particular Counselors. You understand and acknowledge that Counslr cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the content of Posts. Counslr may include educational, graphics, research sources and other incidental information on the Platform, and such information should not be considered medical or clinical advice. 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.
Counslr reserves the right, but is not obligated, to remove any User’s access to the Platform for any reason, including violation of this Agreement.
7. Privacy & Security
Counslr takes commercially reasonable measures as it deems appropriate to secure and protect Private Information transmitted to and from the Platform. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of your Private Information, including any username and any password used in connection with your use of the Platform. Counslr will not be liable for any loss or damage arising from the unauthorized use of your username or password.
8. 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 do not endorse any Third-Party Content nor do we have any 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.
By sending us any feedback, comments, questions, or suggestions concerning Counslr, the Support Services, or the Platform, (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Counslr any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of this Agreement, and your participation in the Platform.
10. Intellectual Property
You understand and agree that we own, control, or (where applicable) license from third parties, all rights, title, and interest in and to the Platform and any information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, opportunities, features, services, and other materials within the Platform (all such materials, and any compilation, collection, or arrangement thereof, collectively, the “Content”). You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Platform or the Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of Counslr or its licensors and content providers.
If you believe that any Content or Third-Party Content available on the Platform has been or is being used in a way that constitutes copyright infringement, please follow the steps outlined in our Copyright Policy, set forth below.
11. Copyright Policy
If you believe that any materials made available on the Platform infringe your copyright, please notify us and provide the information below. We will respond appropriately to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(3). You should send any notice of infringement relating to the Platform or any materials made available on the Platform to our designated copyright agent. If you decide to send us any such notice, you must:
1 identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed;
2 provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
3 include a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
4 include a statement by you that the information contained in your notice is accurate and that you attest that, under penalty of perjury, you are the copyright owner or that you are authorized to act on the copyright owner’s behalf; and
5 include your name, mailing address, telephone number and email address.
⠀You may submit your notice of alleged copyright infringement to our designated copyright agent by email as set forth below:
Designated Copyright Agent
Please note that you may be liable for damages, including costs and attorneys’ fees, if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright.
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 COMPANY 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 COMPANY 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.
13. 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 (I) RECEIPT OF SUPPORT SERVICES FROM ANY COUNSELOR OR (II) 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, 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 (I) RECEIPT OF SUPPORT SERVICES FROM ANY COUNSELOR OR (II) 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 this Agreement regarding limitations of liabilities and indemnification, shall survive the termination or expiration of this Agreement.
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; or (d) 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 this Agreement.
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 acknowledge and agree 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.
15. 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.
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 email@example.com.
17. Governing Law and Venue
This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of New York excluding any rules governing choice of laws.
You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement 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.
THIS AGREEMENT CONSTITUTES 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 THIS AGREEMENT.
We may change this Agreement by posting modifications on the Services. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check this Agreement frequently. The last update date of this Agreement 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.
All notices required under this Agreement will be provided by email to the email address that Counslr has on record for you, by regular mail or by posting it online. The date of sending shall be deemed the date on which such notice is given. Notices sent to Counslr must be delivered by email to firstname.lastname@example.org.
Except as expressly provided, this Agreement may not be transferred or assigned. Company may freely transfer or assign this Agreement or any of the Company’s 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 this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
By engaging the Services, you further agree that you have read, understand and consent to this Agreement.
You may request a downloadable and printable copy of this form, either now or at any point in the future.
Before joining a support session, you must also agree to our Telehealth Support Consent: www.counslr.com/telehealth-support-consent