If you choose to accept this Agreement, you must do so as it is presented to you - no changes (additions or deletions) will be accepted by us. If any future changes are unacceptable to you, you should discontinue using the Services. Your continued use of the Services now, or following the posting of any such changes, will indicate your acceptance of this Agreement, and of any such changes.
By clicking "I Agree", you AGREE that you have read the entire Agreement and AGREE to be bound by all of its terms and conditions. The effective date of this Agreement shall be the date of acceptance by you of this Agreement as evidences by your clicking the "I Agree" button, or the date you actually use the Services, whichever occurs first.
If you DO NOT AGREE with any provision contained in this Agreement, do not click "AGREE" and you will not be permitted to access the Services.
THE SERVICES MAY SUGGEST A DIFFERENTIAL DIAGNOSIS TO YOUR LICENSED HEALTHCARE PROVIDER. THESE DIAGNOSES ARE A PREDICTION OF POTENTIAL DIAGNOSES THAT ARE GENERATED FROM INFORMATION RECEIVED FROM YOU. THESE ARE NOT DEFINITE DIAGNOSES AND CAN ONLY BE ACCESSED AND VIEWED BY YOUR LICENSED HEALTHCARE PROVIDER.
YOU SHOULD NOT RELY ON THE SERVICES OR ANY INFORMATION INCLUDED IN THE SERVICES AS A SUBSTITUTE FOR, NOR DO THEY REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR THE CONTENT ON THE SERVICES, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL OR HEALTH-RELATED ADVICE FROM YOUR HEALTH CARE PROVIDER BECAUSE OF SOMETHING YOU MAY HAVE READ THROUGH THE SERVICES. THE USE OF AND RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICES, OUR EMPLOYEES, GUESTS, OR VISITORS IS SOLELY AT YOUR OWN RISK.
| 1. | DEFINED TERMS. Terms not otherwise defined in this Agreement shall have the following meanings ascribed to them: | 1.1 | "Therapha™ Content" means the content provided by us through the Services, which includes, but is not limited to, information, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials, whether or not protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights. | | 1.2 | "Services" refers to our proprietary web-based or mobile application electronic platform that provides access to certain Therapha™ Content, your data, and educational materials, to be used by you and by your healthcare provider for the sole purpose of guidance, communication, and information regarding wellness, health, rehabilitation, and physical therapy exercises. The Services include the Therapha™ Content, but do not include diagnosis, prevention or treatment of a disease or condition. |
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| 2. | NOT THE PRACTICE OF MEDICINE. | 2.1 | DISCLAIMER THE SERVICES AND THE THERAPHA™ CONTENT DO NOT CONSTITUTE THE PRACTICE OF MEDICINE OR ANY MEDICAL, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, DIAGNOSIS OR TREATMENT. | | 2.2 | Information Only The Services are intended to be used while under the care of a licensed healthcare provider, and the Services only provide recommendations to a licensed healthcare provider. We make such recommendations to the healthcare provider based on the information voluntarily provided to the Services by you. The reliability of our recommendations and hypotheses to the healthcare provider is dependent on the accuracy of the information you submit. It is your responsibility to verify all such information. We provide the recommendations to aid the provider, but it is solely your healthcare provider that makes a diagnosis and/or treatment plan for you. It is completely the sole decision of the healthcare provider whether to utilize any of the recommendations or hypotheses made by us or the Services to the healthcare provider. WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES ARISING FROM YOUR HEALTHCARE PROVIDERS' ACTIONS OR INACTIONS. We make no representation or warranty as to the content of any diagnosis or treatment by any healthcare provider. Nothing stated, posted on, or available through the Services is intended to be, and must not be taken to be, the practice of medicine or counselling care. | | 2.3 | Relationship with Patient You and your healthcare provider are solely responsible for all information and/or communications between you. We are not in any way responsible for any claims or legal actions concerning your health and/or wellbeing and/or for any claims or legal actions related to any injury, sabotage, hospitalization or death occurring directly or indirectly from the use of the Services. We are not responsible for any information provided by your healthcare provider. Access or use of the Services does not create in any way a physician/patient, confidential, or privileged relationship, or any other relationship that would give rise to any duties on our part. We do not recommend or endorse any specific tests, physicians or other healthcare providers, clinics, procedures, opinions, products, or other information that may appear on the Services. Current version 1.0 Beta of Therapha™ is in beta testing, hence certain features and capabilities are incomplete. The inference page must be used only as a cognitive aide in decision making. Therapha™ reports must be clinically correlated with physical examination, investigative tests or procedures and clinical reasoning for a more precise diagnosis. |
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| 3. | AGE OF MAJORITY. The Services are intended for persons age eighteen (18) and older and minors age sixteen (16) or older under the supervision and oversight of a parent or legal guardian. If you are a parent or guardian of a minor age sixteen (16) or older, you acknowledge that you are responsible for all acts and omissions of your minor child and that you agree to this Agreement on behalf of your minor child. |
| 4. | THE SERVICES AND LIMITED LICENSE GRANT. | 4.1 | The Services Any updates, modifications, enhancements, or new versions of the Services, in whole or in part, provided or made available to you by us in accordance with this Agreement, shall be considered Services subject to this Agreement. We may at any time and for any reason elect to modify, discontinue, delete, or restrict any aspect or feature of the Services without notice to you or any liability to you or any third-party. | | 4.2 | Your Right to Access Subject to the terms of this Agreement, we grant you a nonexclusive, non-transferable, limited license to access and use the Services for your personal use only, without the right to sublicense such rights (the "License"). Under the License, you may use the Services in connection with your healthcare provider. You may also print out, or otherwise make available, printed copies of the exercise pages, and other information or materials generated from your access and use of the Services for your use only. | | 4.3 | Limitations on Use | 4.3.1 | Restrictions Except as set forth herein, you may not use, or permit others to use, the Services. Without limiting the foregoing, you shall not, and shall not permit anyone else to, in whole or in part: (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Services; (b) copy the Services (except to the limited extent permitted above); (c) rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the Services; (d) develop, sell or distribute applications that integrate with the Services or otherwise make use of the Services; (e) remove any proprietary notices or labels on or relating to the Services; (f) violate any applicable local, state, national, or international law, rule or regulation; (g) use the Services in any manner that could damage, disable, overburden, or impair our servers or networks or interfere with any other user's use and enjoyment of the Services; (h) gain or attempt to gain unauthorized access to any of the Services, accounts, computer systems or networks connected to us through hacking, password mining or any other means; or (i) use the Services in any manner that could damage, disparage, or otherwise negatively impact us or our licensors. | | 4.3.2 | Prohibited Uses You shall not circumvent or attempt to circumvent any security features of the Services, including, without limitation: (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Services, or any associated system or network, or to breach security or authentication measures; or (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to a Therapha™, Inc. website, overloading, "flooding," "spamming," "mail bombing," or "crashing". Any violation of system or network security may subject Customer to civil and/or criminal liability. |
| | 4.4 | Your Obligations You are responsible for maintaining the security of your own network connections, account passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account. You will reasonably cooperate with us in connection with the performance of this Agreement. You will maintain in full force and effect any third-party software licenses reasonably necessary for use and display of the Services. In addition, you must satisfy such computer and device requirements as we may specify. We reserve the right to change those requirements and the method by which you may obtain the Services. You will comply with all applicable laws. |
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| 5. | INTELLECTUAL PROPERTY AND PRIVACY. | 5.1 | Proprietary Rights You acknowledge and agree that the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and, as between you and us, we alone (and our licensors, where applicable) own and retain all rights, title, and interest in and to: (a) the Services; (b) the Therapha™ Content; and (c) any other technology or materials developed and/or supplied by us under this Agreement and all related intellectual property rights. All trademarks appearing in the Therapha™, Inc. websites and mobile applications are trademarks of their respective owners. You acquire only the right to use the Services and do not acquire any rights of ownership whatsoever in or to the Services, any of the foregoing, or any technology used to provide the Services. All rights not expressly granted to you under this Agreement are reserved to us. | | 5.2 | Privacy Your privacy is important to us. Our Privacy Policy with respect to the collection and use of your personally identifiable information is set forth at the Privacy Policy and is incorporated by reference into these Terms. BY ACCESSING THE SERVICES, YOU AGREE THAT YOU ARE ACCEPTING OUR PRIVACY POLICY. |
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| 6. | COMPLIANCE WITH LAWS AND SECURITY. | 6.1 | Laws You agree to abide by all applicable local, state, national, and international laws and regulations including U.S. export and re-export control and economic sanction laws and regulations, with respect to your use of the Services. You also acknowledge and agree that your use of the internet and all access to and use of the Services is solely at your own risk. You should also understand that confidentiality of any communication or material transmitted to/from Services over the Internet or other form of global communication network cannot be guaranteed. Accordingly, we are not responsible for the security of any information transmitted to or from the Services. | | 6.2 | Security You are entirely responsible for maintaining the security and confidentiality of your account and password. YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You must notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by us or another party due to someone else using your account or password. |
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| 7. | REGISTRATION. For you to access and use the Services, you must register by providing us with current, complete, and accurate information, as prompted by the applicable registration form. To register for the Services, you must provide us with an email address and obtain a unique password for accessing the Services. We reserve the right to reject any registration, or to limit its uses, without providing any reason. You terminate this Agreement by ceasing to use the Services and by deleting your Account. We may terminate this Agreement at any time for any reason by providing you with notice or by deleting your Account. |
| 8. | DISCLAIMER.| 8.1 | WE PROVIDE THE SERVICES "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS (II) THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE (III) THAT ANY DEFECTS WILL BE CORRECTED; OR (IV) THAT ANY SOFTWARE, SERVICES, OR SERVER(S) ON WHICH THE SERVICES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. We make no warranties or guarantees that the information provided in the Therapha™ Content and Services is accurate or complete and we are not responsible for any errors or omissions therein, or for the results obtained from the use of such information. | | 8.2 | You understand and agree that the operation and availability of the systems used for accessing and interacting with the Services, including without limitation, computer networks, mobile devices, cellular services and the Internet, can be unpredictable and may, from time to time, interfere with or prevent access to and/or the use or operation of the Services. We are not in any way responsible for any such interference with, or prevention of, your access and/or use of the Services. |
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| 9. | LIMITATION OF LIABILITY. | 9.1 | WAIVER OF CERTAIN DAMAGES YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SPONSORS, LICENSORS AND ANY OTHER PERSON INVOLVED IN CREATING, DEVELOPING, OR DELIVERING THE SERVICES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE USE OF ANY THERAPHA™ CONTENT AND/OR ANY MATERIALS ON THE SERVICES; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES. | | 9.2 | LIMITATION ON DIRECT DAMAGES IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED ONE HUNDRED US DOLLARS ( $100.00 USD). | | 9.3 | Basis of the Bargain To the extent permitted by applicable law, the scope and duration of such warranties and the extent of our liability will be the minimum permitted under such applicable law. The negation and limitation of damages set forth above are fundamental elements of the basis of the bargain between you and us. The Services would not be provided without such limitation. |
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| 10. | INDEMNIFICATION. You shall indemnify, defend, and hold harmless us, our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all claims, liability, damages and/or costs (including, without limitation, reasonable attorneys' fees and expenses) which arise directly or indirectly out of (i) your use of the Services; (ii) your violation of this Agreement; and/or (iii) any claims relating to your health or your healthcare provide. |
| 11. | EMAIL AND DIGITAL COMMUNICATIONS OPT IN. By creating a user account, we will also record your email opt-in status as YES. This opt-in status applies for all digital communications with us, such as administration, support, marketing, event planning, email discussion lists, and other uses as described herein. To change your opt-in status at any time, select the "update subscription preferences" at the bottom of every email communication. |
| 12. | THIRD PARTY LINKS AND COMMUNICATIONS WITH YOUR HEALTHCARE PROVIDER. The Service may contain links to other websites, information or content provided by third parties and the ability to establish direct communications with your healthcare provider, such as via emails and/or text messages. We do not operate or monitor these websites and content or approve the content that appears on these websites. By linking to a certain website, or communicating with your healthcare provider, we do not endorse, or sponsor its content, or confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility for such third-party websites or content, or for any transactions made between user and such third-party websites, or from any communications with your healthcare provider. You acknowledge that we will not be liable, directly or indirectly, for any damage or loss caused or alleged to be cause by or in connection with your use of or reliance on any such content, goods or services available on or through any third-party websites or content. |
| 13. | SUBMISSION OF IDEAS. We are always improving our Services and products and developing new features. If you have ideas regarding improvements or additions, we would like to hear them — but any submission will be subject to this Agreement. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO US BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO US, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS ARE REPRESENTING AND WARRANTING TO US THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL TO YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT WE ARE FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF WE SO DESIRE, AS PROVIDED OR AS MODIFIED BY US, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY OR PAYING ANY PARTY. |
| 14. | JURISDICTIONAL ISSUES. We make no representation or warranty that the content and materials on the Services are appropriate or available for use in locations outside the United States. Those who choose to access the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. We reserve the right, at any time in our sole discretion, to limit the availability and accessibility of the Services to any person, geographic area or jurisdiction we so desire, and to limit the quantities of any such service or products that we provide. |
| 15. | UPDATES. We may modify this Agreement at any time, as we deem appropriate. If you disagree with the changes, you must discontinue your use of the Services, and if you have registered as a member, cancel your registration. Your continued access or use of any of the Services following such notice signifies your acceptance of the modified Agreement. It is your responsibility to review this Agreement regularly to be aware of such modifications. We reserve the right to modify or discontinue the Services with or without notice. We will not be liable to you, or any third party should we exercise our right to modify or discontinue the Services. If you object to any such changes, your sole recourse will be to cease access to the Services. Continued access to the Services following notice of any such changes will indicate your acknowledgement of such changes and acceptance of the as so modified and your use of new Services will be governed by this Agreement. |
| 16. | CONTACT INFORMATION. If you have any questions or concerns about this Agreement, please contact us by mail or email using the following information: Therapha, Inc
467 Phillips Hill Road,
New City,
New York,
USA.
contact@therapha.com |
| 17. | MISCELLANEOUS. If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, in whole or in part, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, including without limitation, any of the duties and obligations hereunder, may not be delegated or assigned, in whole or in part, by you, without our prior written consent. The provisions of this Agreement are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. You will not assign, transfer or sublicense your rights as a registered user of, or subscriber to, the Services. This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties with respect to the subject matter hereof and supersedes and cancels all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter hereof. No agency, partnership, joint venture, or employment, whether express or implied, is created as a result of this Agreement. |
| 18. | Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices shall be addressed to Therapha™ at the address set forth in Paragraph 17 and to you, at the address included in your account. |
| 19. | Governing Law. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law provisions. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the state or federal courts in New York, New York. |
| 20. | Force Majeure. We shall not be liable for delay or failure in performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond our reasonable control. Such causes may include, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy, acts of civil or military authority, war, riots, sickness, computer virus, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire, flood, quarantine restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or malfunctions. The time for performance of any act delayed by such events may be postponed for a period equal to the period of the delay. |
