User Terms of Service
These Counseling Bridge Terms of Service (“Terms”) are an agreement between Groong, LLC d/b/a Counseling Bridge, an Oklahoma limited liability company (“Counseling Bridge”) and the individual using the Platform (“User”, as defined below).
1. Acceptance of Terms
- a) By agreeing to these Terms, you represent that you are at least the age of majority in your state of residence. The Platform is for use by adults only and is not for use by minors.
- b) The Platform is NOT an emergency or crisis care service. IF YOU ARE IN CRISIS, PLEASE IMMEDIATELY CALL 988 OR 911 OR TEXT “HOME” TO 74141 OR GO TO THE NEAREST EMERGENCY ROOM.
- c) The Platform does not assess, score, or triage any User concerns and DOES NOT have an alert, outreach, monitoring, or escalation mechanism in response to information provided by a User. The Platform is provided to You for information and awareness purposes only. Providers self-identify areas of practice and provide other information in connection with joining the Platform. Counseling Bridge may but does not have an obligation to independently verify that information. You understand and agree that a response to information You submit to the Platform is not provided immediately and that Counseling Bridge does not represent or promise that any Provider will meet your needs or that the response to information submitted by You will include all Providers who might be able to meet Your need.
- d) These Terms are effective when You agree by electronically indicating acceptance and continue for so long as You use the Platform. A condition of access to and use of the Platform is agreement to certain terms relating to the proprietary nature of the Platform including the Counseling Bridge Acceptable Use Policy at counselingbridge.com/acceptable-use-policy, which is a part of these Terms and is applicable to Your activities while using the Platform. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM. A breach or violation of these Terms may result in an immediate termination of these Terms and Your access to the Platform.
- e) These Terms may be modified and updated from time to time by Counseling Bridge, in its sole discretion. All such changes are effective immediately upon posting online by Counseling Bridge. Your continued use shall be deemed acceptance of agreement with such revised terms. You are expected to regularly check the Platform so You are aware of any changes, as the terms are binding on You.
2. Definitions
The following terms, when used in these Terms, shall have the following meanings irrespective of whether usage is singular or plural:
- a) “Aggregated Statistics” means data and information related to use of the Platform that is used in an aggregate and anonymized manner including, without limitation, for Counseling Bridge or industry benchmarking, research studies, reporting, analytics and similar indicators, and to compile statistical and performance information related to the provision, operation and enhancement of the Platform.
- b) “Claim” means a demand, action, proceeding, or suit.
- c) “Confidential Information” means oral or written information that either party provides to the other that, at time of disclosure, is marked as confidential, delivered with an obligation to protect the information from disclosure or that would reasonably be understood to be confidential under the circumstances including, without limitation, Counseling Bridge Intellectual Property, information designated as confidential in a Third-Party Platform, and excluding information (i) in recipient’s possession, free of any confidentiality obligation; (ii) that is or becomes available to the public through no fault of recipient; or (iii) acquired from a third party that has no restriction on its disclosure.
- d) “Counseling Bridge Intellectual Property” means inventions, discoveries and improvements; know-how; technical data; drawings; specifications; process information; documentation; methodologies; algorithms; the Platform and associated database and data including, without limitation, performance data, Feedback, Aggregated Statistics, meta data, indexing and derived data but excluding personally identifiable information regarding an individual; video information and computer software; and all modifications, enhancements and derivatives thereof as well as worldwide common law and statutory rights, Moral Rights and Residuals to the foregoing including, but not limited to, patents, trade secrets, copyrights, service marks and the like.
- e) “Counseling Bridge Marks” means trademarks, trade names, service marks and domain names, and any visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress and characters, and other publicity rights or indicia of Counseling Bridge ownership or brand.
- f) “Feedback” means any suggestion or idea for improving, enhancing, or otherwise modifying Counseling Bridge’s Platform.
- g) “Moral Rights” means any and all rights of paternity or integrity of the Counseling Bridge Intellectual Property and the right to object to any modification, translation or use of the Counseling Bridge Intellectual Property and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right.
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- h) “Platform” means the proprietary software system provided to User by Counseling Bridge under the terms of these Terms.
- i) “Provider” means a mental health provider that has entered into a contract with Counseling Bridge to have a profile on the Platform as a potential provider for Users of the Counseling Bridge.
- j) “Residuals” means information in intangible form, retained in the unaided memory of persons employed or retained by a party who has had access to or worked with the other party’s Confidential Information.
- k) “Third-Party Platform” means third-party websites, applications, platform or resources that contain different terms that additionally govern access to or use of the Platform.
- l) “User” means a natural person or entity desiring access to and use of the Platform and includes references such as “You” or “Your”.
3. Platform Access and Usage
- a) User acknowledges that the Platform is intended for use in the State of Oklahoma and Counseling Bridge does not market to or target individuals outside Oklahoma. Subject to these Terms, Counseling Bridge grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for the personal purpose of seeking information regarding mental health providers who may be of interest to you. You agree to provide accurate, true, and complete information.
- b) All information Counseling Bridge collects in connection with Your access to and use of the Platform is subject to the Counseling Bridge Privacy Policy at counselingbridge.com/privacy-policy. By accessing and using the Platform, You consent to all actions taken by Counseling Bridge with respect to Your information, in compliance with the Counseling Bridge Privacy Policy.
- c) Any administrative communications from Counseling Bridge regarding Your use of the Platform will be sent to the email address or use other contact information provided by You. If communications from Counseling Bridge are transmitted to a mobile or similar device, third-party data rates could apply. If You disable certain communication settings on a mobile or similar device, You will not be able to receive Counseling Bridge communications.
- d) User shall have complete control over any engagement with a provider. Counseling Bridge does not control, participate in, offer or manage the relationship between a User and provider, and is not a
3 party to any agreement between you and any provider. Counseling Bridge shall not be liable for any act or omission of a Provider or for failure of a provider to comply with applicable law or any agreement with You.
- e) If User participates in the BridgeBid or similar feature of the Platform in which a particular rate is agreed between User and a Provider, User agrees such feature is offered as a convenience only and Counseling Bridge does not guarantee any quoted Provider rate. It is Your responsibility to enforce a rate quoted to You and your judgement as to whether or not to proceed or continue with a Provider if a quoted rate is not honored.
4. Use Restrictions
- a) You shall not sell, lease, license or sublicense the Platform and shall not directly or indirectly access or use the Platform to reverse engineer, decompile, copy, reproduce, disassemble, modify, adapt, alter, create derivative works of the Platform or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part. You shall not use the Platform for development of or to gather information for a competing or potentially competing product or service or for any other similar purpose.
- b) You shall not remove, modify, or obscure any Counseling Bridge Marks from the Platform or use any Counseling Bridge Marks without prior written approval or use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- c) You shall not use the Platform to engage, directly or indirectly, in any fraudulent, illegal or unauthorized use or activity; interfere or attempt to interfere with performance or functionality of the Platform; introduce or transmit to the Platform any malware, trap door, back door or similar security risk or access the Platform by any means or manner other than as specified by Counseling Bridge.
- d) Counseling Bridge has an absolute unrestricted right to use, profit from, disclose, publish, keep secret, or otherwise exploit or use Aggregated Statistics and Feedback without further action and without compensating or giving attribution to You.
- e) You agree to promptly provide written notice to Counseling Bridge of any unauthorized access to or use of the Platform, including all details known to You. Your obligation under this subsection shall be ongoing as additional details become available. You further agree to cooperate with Counseling Bridge in an investigation of such an event and to use Your best efforts to mitigate or stop the unauthorized activity.
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- f) As between You and Counseling Bridge, Counseling Bridge owns all right, title, and interest to Counseling Bridge Intellectual Property and reserves all rights not expressly granted to You in these Terms. Except for the limited access and usage rights expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to owned or licensed Counseling Bridge Intellectual Property.
- g) Notwithstanding anything to the contrary in these Terms, Your right to access and use the Platform may be suspended or terminated, in whole or in part, for failure to comply with these Terms including, without limitation, the Acceptable Use Policy. Suspension may include restriction of access to data stored on or transmitted or processed through the Platform. Counseling Bridge shall not be liable to You or any third party for any damages, liabilities, losses or any other consequences that You may incur as a result of suspension or termination.
- h) If rights associated with Counseling Bridge Intellectual Property are violated, Counseling Bridge may suffer irreparable harm and obtain an injunction against such violation in addition to other remedies herein or otherwise available to it, none of which are waived. You agree to cooperate with such injunction and other efforts by Counseling Bridge to stop the violation.
5. Warranty Disclaimers and Liability
- a) Any links contained in the Platform to resources or sites provided by a Third-Party Platform are provided for Your convenience. Your access to and use of any such resources or sites is at Your own risk. You may be subject to additional terms and obligations by Third-Party Platform. Counseling Bridge has no control over such third parties, resources or sites and shall not be liable for any loss, damage or other consequence that may arise from use of them.
- b) ACCESS TO AND USE OF THE PLATFORM IS AT YOUR OWN RISK AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. COUNSELING BRIDGE EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM OR THAT INFORMATION OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM WILL BE FREE OF HARMFUL COMPONENTS. PERFORMANCE BY COUNSELING BRIDGE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COUNSELING BRIDGE IS NOT RESPONSIBLE FOR DELAY, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS INCLUDING INTERNET CONGESTION, VIRUSES, MALWARE, DENIAL OF
5 SERVICE, OR SIMILAR ATTACKS OR HARMFUL COMPONENTS. COUNSELING BRIDGE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. COUNSELING BRIDGE ALSO DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY BASED ON COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION IS NOT INTENDED TO AFFECT A WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- c) TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF COUNSELING BRIDGE HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE, IN NO EVENT WILL COUNSELING BRIDGE BE LIABLE HEREUNDER FOR (I) DIRECT DAMAGES, DAMAGES FOR LOSS OF PROFIT OR REVENUE, LOST OR CORRUPTED DATA, SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF GOODWILL OR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR (II) ANY AMOUNT OF DAMAGES IN EXCESS OF $1,000.00. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION IS NOT INTENDED TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- d) THE PLATFORM IS A TECHNOLOGY PLATFORM ONLY. COUNSELING BRIDGE DOES NOT EMPLOY, CONTRACT WITH, SUPERVISE, OR CONTROL ANY PROVIDER, AND HAS NO LIABILITY, AND DOES NOT GUARANTEE, ANY PROVIDER’S IDENTITY, LICENSURE, CREDENTIALS, TRAINING, COMPETENCE, INSURANCE, BACKGROUND, FITNESS, OR SUITABILITY. ANY INTERACTIONS, COMMUNICATIONS, APPOINTMENTS, SERVICES, OR TREATMENT YOU MAY ARRANGE OR OBTAIN FROM ANY PROVIDER ARE SOLELY BETWEEN YOU AND THAT PROVIDER, AND YOU ARE SOLELY RESPONSIBLE FOR SELECTING ANY PROVIDER AND FOR ALL DECISIONS REGARDING YOUR CARE.
- e) YOU UNDERSTAND AND AGREE THAT SEEKING, SELECTING, AND RECEIVING MENTAL HEALTH OR RELATED SERVICES INVOLVES INHERENT RISKS, INCLUDING THE RISK OF DISSATISFACTORY OUTCOMES, WORSENING OF SYMPTOMS, EMOTIONAL DISTRESS, MISDIAGNOSIS, INAPPROPRIATE OR INEFFECTIVE TREATMENT, NEGLIGENCE OR MALPRACTICE, MISCONDUCT, AND OTHER HARM, AND THAT OUTCOMES ARE NOT GUARANTEED. YOU VOLUNTARILY ASSUME ALL SUCH RISKS ARISING OUT OF OR RELATING TO ANY PROVIDER OR ANY SERVICES OR TREATMENT YOU MAY SEEK OR RECEIVE FROM A PROVIDER, WHETHER SUCH RISKS ARE KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE.
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- f) TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU (ON BEHALF OF YOURSELF AND YOUR HEIRS, EXECUTORS, PERSONAL REPRESENTATIVES, AND ASSIGNS) HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASE, WAIVE, AND FOREVER DISCHARGE COUNSELING BRIDGE AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY KIND, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR RELATING TO: (A) ANY PROVIDER, INCLUDING ANY PROVIDER’S QUALIFICATIONS, LICENSURE, CREDENTIALS, TRAINING, COMPETENCE, FITNESS, OR CONDUCT; (B) ANY SERVICES, TREATMENT, ADVICE, RECOMMENDATIONS, DIAGNOSES, REFERRALS, PRESCRIPTIONS, OR OTHER CARE PROVIDED (OR NOT PROVIDED) BY ANY PROVIDER; (C) ANY OUTCOME OR RESULT OF ANY PROVIDER SERVICES OR TREATMENT; (D) ANY ACTS OR OMISSIONS OF ANY PROVIDER OR ANY THIRD PARTY; AND (E) YOUR USE OF, OR RELIANCE ON, THE PLATFORM, INCLUDING ANY INFORMATION, CONTENT, OR RESPONSES POSTED OR COMMUNICATED THROUGH THE PLATFORM, AND YOUR DECISION TO CONTACT OR ENGAGE ANY PROVIDER. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY WAIVE ANY CLAIMS AGAINST THE RELEASED PARTIES BASED ON ANY THEORY THAT COUNSELING BRIDGE REFERRED, RECOMMENDED, ENDORSED, VETTED, SCREENED, OR GUARANTEED ANY PROVIDER OR ANY PROVIDER SERVICES OR OUTCOMES. THIS RELEASE DOES NOT APPLY TO CLAIMS THAT CANNOT BE WAIVED UNDER APPLICABLE LAW.
6. Notices.
All notices, approvals or requests allowed or required hereunder shall be in writing and provided to the other party using the contact information located in the Platform. Notice information shall be updated in the Platform as necessary and shall be deemed delivered upon receipt or upon refusal of the intended party to accept receipt of the notice.
7. Miscellaneous
- a) These Terms shall be governed by and construed in accordance with the internal laws of the state of Oklahoma, without reference to conflict of law principles. Sole and exclusive jurisdiction for any dispute or Claim related to or arising under these Terms shall be in state or federal courts located in Oklahoma County, Oklahoma and You agree to such exclusive jurisdiction and waive any claim of inconvenient forum.
- b) These Terms (including any other terms incorporated herein) contains the entire agreement of the parties regarding access to and use of the Platform and supersedes any prior oral or written
7 understandings or agreements pertaining to the same subject matter. The headings used in these Terms are for convenience only and do not constitute terms of these Terms. There are no third-party beneficiaries of these Terms.
- c) ANY CLAIM OR CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CLAIM OF CAUSE OF ACTION IS PERMANENTLY BARRED.
- d) You agree to indemnify, defend and hold Counseling Bridge and its affiliates, partners, officers, directors, agents, contractors, licensors, service providers, and employees, harmless from any Claim, including reasonable attorneys’ fees, made by any third-party due to or arising out of Your breach of these Terms or your violation of any law or the rights of a third-party.
- e) Counseling Bridge will comply with laws and regulations applicable to its provision of the Platform. Failure or delay by Counseling Bridge at any time to enforce a provision of, or exercise a right under, these Terms shall not be construed as a waiver of any such provision unless expressly agreed to in writing. Such failure or delay to enforce or exercise shall not affect the validity of these Terms, or any part thereof, or the right of Counseling Bridge to enforce any provision of, or exercise any right under, these Terms at any time in accordance with its terms. Likewise, a waiver of a breach of any provision of these Terms shall not affect or waive a subsequent breach of the same provision or a breach of any other provision in these Terms.
- f) If any provision of these Terms, or the application of any term or condition to any party or circumstances, is held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- g) Nothing contained in these Terms shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties and neither party shall have authority to bind the other party in any manner whatsoever.
- h) Rights and obligations which by their nature should survive remain in effect after termination of these Terms.
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