Behave Health Corp. Terms and Conditions ("Terms")

Last updated: October 14, 2020 (see our previous Terms and Conditions)

Welcome to Behave Health. We're glad you're here, and we hope you enjoy everything we have to offer. Please read these Terms and Conditions ("Terms") carefully because they are a binding agreement between you and Behave Health Corp., ("Behave" or "We").

These Terms govern your use of the websites ("Sites") and mobile applications ("Mobile Apps") that link to these Terms. In these Terms, the word "Services" refers to each of those Sites and Mobile Apps, and the services and content offered on or through those Sites and Mobile Apps. Your right to access and use the Services is conditioned upon your acceptance of and compliance with these Terms, and you automatically agree to these Terms and to our Privacy Statement by using, downloading, or logging into the Services, or by checking a box that indicates your agreement. If you do not agree to these Terms, you must not access, download, or use any of the Services.

Please note that we offer many Services. If we provide products or services to you pursuant to a separate manually or digitally-executed agreement, the additional terms of that other agreement Eligibility and Accounts section below).

ELIGIBILITY AND ACCOUNTS

In order to register an account on the Services, you must provide us with accurate, complete, and current information. You represent that you are above the age of 18, and that you will maintain the accuracy, completeness, and currentness of the information you provide to us at al. times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Services.

As a condition of your right to use Behave's subscription software services, you must agree to a user access agreement based on the type of account you register. To the extent you have agreed to any of the following agreements, they are hereby incorporated into these Terms:

  • Client Patient Portal Terms of Use for healthcare patients;

  • Software Access Agreement for authorized healthcare organizations; and

  • Software Access Agreement for employees of authorized healthcare organizations.


You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Services or a third-party service. You must notify us immediately if you become aware of or suspect any breach of security or unauthorized use of your account.

ACCESS AND USE

Behave and/or its licensors own the Services and all content, materials, information, features, and functionality ("Behave's Content") on the Services. Unless we specifically agree otherwise in a written agreement between you and us, we grant you a limited, non-exclusive, revocable right to use the Services and Behave's Content for your personal, non-commercial use.

Behave may allow you to download a copy of a Mobile App on a supported personal mobile device. The Mobile Apps are licensed, not sold or transferred, to you. Behave retains all ownership of the Mobile Apps. Your right to use the Mobile Apps is expressly conditioned on your agreement to these Terms of Use and (if you are using an iOS device) the Apple App Store End-User License Agreement provided below. You may not redistribute or transfer the Services (including the Mobile Apps) or Behave's Content for any purpose, and Behave reserves all rights in the Services not expressly granted to you.

INTELLECTUAL PROPERTY

Behave (and its licensors, where applicable) will own all right, title, and interest, including all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction (the "Intellectual Property Rights"), in and to the Services and Behave's Content. Nothing in these Terms conveys to you any rights of ownership in or related to the Services or the Intellectual Property Rights owned by Behave. The BehaveHealth name, logo, and product names associated with the Services are trademarks of Behave or third parties, and no right or license is granted to use them without our prior written consent.

If you provide Behave with any comments, suggestions or other feedback regarding the Services or any other Behave products or services (collective, "Feedback"), you grant Behave an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide license to use and exploit any Feedback, and all intellectual property rights therein for any purpose whatsoever, without restriction and without compensation or attribution to you. Behave may but has no obligation to use or exploit any Feedback it may receive from you.

YOUR CONTENT

You own the content, materials, data, records, and other information ("Your Content") that you upload, post, or share to the Services. Except to the limited extent Your Content is expressly governed by conflicting provisions in a separate written agreement between you and Behave which will take precedence (e.g., a Business Associate Agreement for the protection of PHI), you grant Behave an irrevocable, perpetual, non-exclusive, right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use Your Content. You represent and warrant that you have all rights in Your Content or you have permission from Your Content's owner to grant the right and permission in the preceding sentence. You agree to indemnify, release, and hold Behave harmless from any and all liability, claims, actions, loss, harm, damage, injury, cost, or expense arising out of any of Your Content that you upload, post, or share to the Services.

LINKS TO OTHER WEB SITES

Our Services may contain links to third-party web sites or services that are not owned or controlled by Behave Health Corp. Behave Health Corp. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Behave will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

AVAILABILITY

You acknowledge that temporary interruptions in the availability of the Services may occur from time to time, including the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Behave, in its sole discretion, may elect to take. Under no circumstances will Behave be held liable for any damages due to such interruptions or lack of availability.

TERMINATION

We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, in our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Services.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property, warranty disclaimers, indemnification, and limitation of liability.

INDEMNIFICATION

You will indemnify, defend, and hold Behave, its officers, directors, employees, agents and representatives (the "Indemnified Parties") harmless from all claims, demands, damages, liabilities, losses, and expenses (including attorneys' fees and legal costs) from any claim, suit, proceeding, demand, or action brought by you or a third party against the Indemnified Parties, relating to, arising out of, or connected with: (a) your use of the Services, or the use of the Services by a third party using your account and password; (b) your breach or violation of any of these Terms of Service; (c) your violation of applicable law or the rights of any third party; or (d) your negligence, willful misconduct, or fraud.

LIMITATION OF LIABILITY

BEHAVE, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS (THE "BEHAVE PARTIES"), WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES, OR PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICES, OR FROM ANY FAULT OR ERROR MADE BY BEHAVE OR ANYONE ACTING ON ITS BEHALF, INCLUDING THIRD PARTY SERVICE PROVIDERS, OR FROM YOUR RELIANCE ON THE MATERIALS OR INFORMATION MADE AVAILABLE ON THE SERVICES, INCLUDING, WITHOUT LIMITATION, CONTENT ORIGINATING FROM THIRD PARTIES OR OTHER USERS, OR CONTENT FROM ANY COMMUNICATION WITH THE SERVICES OR WITH OTHER USERS ON OR THROUGH THE SERVICES, OR FROM ANY DENIAL, SUSPENSION OR CANCELLATION OF YOUR ACCOUNT, OR FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF YOUR CONTENT ON THE SERVICES. IN ANY EVENT, YOUR SOLE REMEDY WILL BE LIMITED TO CORRECTING SUCH ERRORS OR MALFUNCTIONS, AND IN LIGHT OF THE RELEVANT CIRCUMSTANCES. IN NO EVENT WILL THE BEHAVE PARTIES' ENTIRE LIABILITY TO YOU IN RESPECT OF ANY OF THE FOREGOING, WHETHER DIRECT OR INDIRECT, EXCEED THE LESSER OF: (A) $1,000; OR (B) ANY AMOUNTS YOU PAID TO BEHAVE FOR THE SERVICES DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

DISCLAIMER

BEHAVE PROVIDES THE SERVICES FOR USE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY CONTENT ON THE SERVICES, WHETHER PROVIDED BY BEHAVE OR A THIRD PARTY, AND ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, FEATURES, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. BEHAVE DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. USE OF ANY MATERIALS OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES WILL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR YOUR ACCESS TO ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM BEHAVE, ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. Some states or jurisdictions do not allow the types of disclaimers in this section, so they may not apply to you either in part or in full depending on the applicable law.

MISCELLANEOUS

These Terms will be governed and construed in accordance with the laws of Arizona, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, it will be revised to the minimum extent necessary to give effect to the intent of the parties, and all remaining provisions of these Terms will remain in full force and effect. These Terms constitute the entire agreement between you and Behave regarding the Services and supersede and replace any prior agreements we might have had between us regarding the Services. You may not assign these Terms, or any of your rights or obligations hereunder, without Behave's prior written consent in the form of a written instrument signed by a duly authorized representative of Behave. Behave may freely assign these Terms of Service without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time by posting a revised version of these Terms to this page. If a revision is material, we will provide at least 30 days' notice prior to any revised terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the revised terms, you are no longer authorized to use the Services, and you must stop accessing or using the Services.

APPLE APP STORE END-USER LICENSE AGREEMENT (EULA)

These Terms apply to your use of the Services, including the Mobile App available for iOS devices ("iOS App") available via the Apple, Inc. ("Apple") App Store, but the following additional terms (the "EULA") also apply to the iOS App:

  • Both you and Behave acknowledge that the Terms are concluded between you and Behave only, and not with Apple, and that Apple is not responsible for the iOS App or any content, information, or materials available on or through the Services.

  • The iOS App is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;

  • You will only use the iOS App in connection with an Apple device that you own or control;

  • You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App;

  • In the event of any failure of the iOS App to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure. Upon notification, Apple's sole warranty obligation to you will be to refund you the purchase price, if any, of the iOS App;

  • You acknowledge and agree that Behave, and not Apple, is responsible for addressing any claims you or any third party may have relating to the iOS App;

  • You acknowledge and agree that, in the event of any third party claim that the iOS App or your possession and use of the iOS App infringes that third party's intellectual property rights, Behave and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;

  • You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

  • You acknowledge and agree that, in your use of the iOS App, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and

  • You and Behave acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this EULA, and that upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

To the extent that the additional terms of the End-User License Agreement conflict with the Terms, the EULA shall control with respect to your use of the Services via the iOS App.

If you have questions, complaints, or claims with respect to the iOS App, please contact Behave Health Corp. using the contact information below.

CONTACT US

If you have any questions about these Terms, please contact us at:

Behave Health Corp.

Phone: (650) 338-4113

Email: hello@behavehealth.com

Physical Mailing Address:

548 MARKET ST

NUM 24019

SAN FRANCISCO, CA 94104

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