Terms of Service

These Terms of Service govern your use of Resiliens services. Please also review our Privacy Policy, which describes how we collect and use your information.

I. Introduction and Eligibility

These Terms of Service ("Terms") constitute a legally binding agreement between you and Resiliens, Inc. ("Resiliens," "we," "us," or "our"). By accessing or using the Resiliens website, mobile applications, or any other services we offer (collectively, the "Service"), you agree to be bound by these Terms.

We may revise these Terms from time to time. The most current version will always be available on our website. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms.

Definitions:

• "Post" means to upload, publish, transmit, display, or otherwise make available on or through the Service.
• "Health Information" means any information relating to your past, present, or future physical or mental health condition, treatment, or payment for healthcare services.
• "Clinician" means a licensed healthcare professional who uses the Resiliens platform to provide or manage care.

II. The Resiliens Service

Resiliens provides a digital mental health and behavioral health platform that enables users to access therapeutic tools, programs, and resources. The Service may include cognitive behavioral therapy (CBT) programs, mood tracking, journaling, assessments, and clinician-facilitated care.

Informational Purposes Only

Content provided through the Service is for informational and educational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition.

Information from Clinicians

If you interact with a clinician through the Service, any advice or information provided by the clinician is the responsibility of that clinician. Resiliens does not practice medicine or provide medical services directly.

Confidential Services

Resiliens takes the confidentiality of your health information seriously. Our use and disclosure of your health information is governed by our Privacy Policy and, where applicable, HIPAA regulations.

No Doctor-Patient Relationship

Your use of the Service does not create a doctor-patient relationship between you and Resiliens. Any clinician relationship is between you and the clinician, not Resiliens.

III. HIPAA Business Associate Obligations

Where Resiliens acts as a Business Associate under HIPAA, we will use and disclose Protected Health Information (PHI) only as permitted by our Business Associate Agreement (BAA) and applicable law.

Any transfer of PHI to subcontractors will be governed by appropriate agreements that require the subcontractor to comply with the same restrictions and conditions that apply to Resiliens.

We will make PHI available to individuals and covered entities as required for them to fulfill their obligations under HIPAA, including the right of access and amendment.

We implement appropriate administrative, physical, and technical safeguards to prevent unauthorized use or disclosure of PHI, in accordance with HIPAA Security Rule requirements.

We will report to the applicable Covered Entity any security incident or breach of unsecured PHI as required by HIPAA and our BAA.

Upon termination of a BAA, we will return or destroy all PHI received from, or created on behalf of, the Covered Entity, if feasible.

IV. Registration

To access certain features of the Service, you may be required to register for an account. When you register, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

The Service is not intended for children under the age of 13. If you are under 13, you may not use the Service. If you are between the ages of 13 and 18, you may use the Service only with the involvement of a parent or guardian.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

V. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree not to share your login credentials with any third party. You are solely responsible for any activity that occurs under your account, whether or not you authorized that activity.

If you become aware of any unauthorized use of your account, you agree to notify us immediately at info@resiliens.com. We will not be liable for any loss or damage arising from your failure to maintain the security of your account.

VI. Fees and Payment

Certain features of the Service may require payment of fees. All fees are stated in U.S. dollars and are non-refundable unless otherwise specified. We reserve the right to change our fees at any time upon reasonable notice. Your continued use of the Service after a fee change constitutes your agreement to pay the updated fees.

VII. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of Resiliens, Inc. and its licensors. The Service is protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your personal, non-commercial use.

The Resiliens name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Resiliens, Inc. or its affiliates. You may not use such marks without our prior written permission.

VIII. User-Generated Content

You retain ownership of any content you post to the Service. However, by posting content, you grant Resiliens a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such content in connection with operating and providing the Service.

We may use de-identified and aggregated data derived from your use of the Service for research, analytics, and service improvement purposes.

Content shared with clinicians through the Service may be used by those clinicians for treatment purposes, in accordance with applicable law and professional standards.

You represent and warrant that you own or have the necessary rights to post any content you submit through the Service, and that such content does not violate any law or infringe any third-party rights.

IX. Copyright Infringement / DMCA

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act (DMCA):

1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
2. Identification of the copyrighted work claimed to have been infringed.
3. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material.
4. Your contact information, including your address, telephone number, and email address.
5. A statement that you have 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.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Send DMCA notices to info@resiliens.com.

X. Third-Party Links

The Service may contain links to third-party websites or services that are not owned or controlled by Resiliens. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Resiliens shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use of any such content, goods, or services available on or through any such websites or services.

XI. Prohibited Conduct

You agree not to use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party's use of the Service.

Without limiting the foregoing, you agree not to:

1. Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
2. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
3. Interfere with or disrupt the Service or servers or networks connected to the Service.
4. Attempt to gain unauthorized access to any portion of the Service or any other systems or networks connected to the Service.
5. Use any robot, spider, scraper, or other automated means to access the Service for any purpose.
6. Collect or harvest any personally identifiable information from the Service without authorization.
7. Post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, or otherwise objectionable.
8. Post or transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party.
9. Upload or transmit any viruses, worms, or other malicious code that may damage or interfere with the Service.

XII. Termination

We may terminate or suspend your access to the Service at any time, with or without cause, with or without notice. Upon termination, your right to use the Service will immediately cease.

You may terminate your account at any time by contacting us at info@resiliens.com. Upon termination, we will delete or de-identify your personal information in accordance with our Privacy Policy, except as required by law.

All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

XIII. Disclaimers, Limitation of Liability & Indemnification

The Service is provided on an "as is" and "as available" basis without warranties of any kind.

Any dispute between you and another user of the Service must be resolved directly between you and such user. Resiliens is under no obligation to become involved in such disputes.

Resiliens does not warrant the accuracy, completeness, or usefulness of any information on the Service and neither adopts nor endorses any user content posted through the Service.

Your interactions with third-party websites and services linked from the Service are solely between you and such third parties.

You agree that Resiliens, its officers, directors, employees, and agents (the "Released Parties") shall not be liable for any claims arising from your interactions with other users or third parties.

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RESILIENS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

IN NO EVENT SHALL RESILIENS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE.

In no event shall our total liability to you for all claims arising from or relating to the Service exceed the amount you paid to us in the twelve (12) months preceding the event giving rise to the liability, or one hundred dollars ($100), whichever is greater.

You agree to indemnify, defend, and hold harmless Resiliens and its officers, directors, employees, and agents from any claims, damages, obligations, losses, liabilities, costs, or debt arising from your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

XIV. Dispute Resolution

Any dispute arising from or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in San Francisco, California. You agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.

XV. General Provisions

These Terms constitute the entire agreement between you and Resiliens regarding the use of the Service, superseding any prior agreements.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms without restriction. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. You agree to the following waivers:

• You waive any right to a jury trial in any proceeding arising out of or related to these Terms.
• You waive any right to participate in a class action lawsuit or class-wide arbitration.
• You waive any right to bring claims more than one (1) year after the cause of action arises.

Contact Us

If you have any questions about these Terms of Service, please contact us at info@resiliens.com.