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Thrizer is a digital mental & behavioral health platform located at https://thrizer.com, hereby acting as a marketplace that connects individuals to mental/behavioral health clinicians.
By visiting our platform and/or purchasing something from us, you engage in our “service” and agree to be bound by the following Terms (the “Terms”). These Terms apply to all users of the website, including without limitation users who are browsers, affiliates, healthcare providers, vendors, customers, merchants, and/or contributors of content.
Please read these Terms carefully before accessing or using our website. By accessing or using any part of the website, you agree to be bound by these Terms. If you do not agree to all the terms of this agreement, then you may not access the platform or use any service.
Any new features or tools which are added to the current platform shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
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Verification
By accepting this Agreement in connection with an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement. You further agree that as a condition to accessing the Website and the Service, you will submit to account verification as required by Thrizer and provide only true and accurate identification documentation to Thrizer or its third-party service providers as requested by Thrizer. You and the Account Owner are responsible for the security of any account verification information, such as usernames and passwords, including without limitation your users’ usernames and password. You agree that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data or for their use of the Services, which consent you and the Account Owner are responsible for obtaining, prior to the use by such User of the Website.Â
We require every Provider providing Therapy Services on the Platform to be an accredited, trained, and experienced licensed psychologist (PhD / PsyD), licensed marriage and family therapist (LMFT), licensed clinical social worker (LCSW), licensed professional Provider (LPC), or similar applicable recognized professional certification based on their state and/or jurisdiction. Providers must have a relevant academic degree in their field and must be qualified and certified by their respective professional board after successfully completing the necessary education, exams, training and practice requirements as applicable.
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Establishing an Account
You must establish an Account with Thrizer to use the Service as a Provider Only one person may be an Account Owner, who can grant access to the account to Team Members who are employed by or are contracted to your practice. You agree to provide accurate, current, and complete information about yourself (“Registration Data”) as prompted by the Registration Form and to use the account management tools provided to keep your Registration Data accurate, current, and complete. Thrizer will assign to You, as Account Owner, an account name (your “Account Name”). You and your Team Members must each choose a username to identify yourselves under the Account Name.
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Responsibility for use of Account
You, as the Account Owner, are responsible for all activities conducted through your Account, are responsible for all activities conducted through your username and are responsible for whom you grant access to your Account, including your clients or patients and those you authorize to access your Account on behalf of yourself, or clients or patients. If fraud, violation of law, regulation or rule, or conduct that violates this Agreement occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service and your Account as described in Section 24 and you shall be financially responsible to Thrizer for the consequences of such use.
Selection and user of Account Password
At the time your Account is created, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any damages, claims or other harm resulting from your disclosure, or authorization of the disclosure of your password or Account or from any person’s use of your password or your Account and those who gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of your password to any other person is at your own risk.
You and those using your Account must have separate usernames and passwords. They may not share entry identifications and authentication passwords and any sharing may result in a suspension or termination of access for the User and the Account Owner, and/or an increase in charges, at Thrizer’s sole discretion.
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Business Associate Agreement
For purposes of complying with the requirements of HIPAA, You and Thrizer agree to be bound by each of the terms and provisions of the Thrizer Business Associate Agreement, which can be found at from your Account Settingsm and which is incorporated in full by this reference. If any provision hereof is potentially or actually in conflict with the provisions of the Business Associate Agreement with respect to the treatment of Protected Health Information, the terms of the Business Associate Agreement shall prevail.
Your Account, Representations, Conduct, and CommitmentsÂ
You hereby confirm that you are legally able to consent to receive Services, or have the consent of a parent or guardian, and that you are legally able to enter into a contract.
You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current, and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current, and complete.
You agree, confirm, and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.
You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.
You agree, confirm, and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.
You agree, confirm, and acknowledge 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 because 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.
You agree and commit not to use the account or Account Access of any other person for any reason.
You agree and confirm that your use of the Platform, including the Provider Services, are for your own personal use only and that you are not using the Platform or the Provider Services for or behalf of any other person or organization.
You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks, or infrastructure, or any of the Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.
You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.
You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation, or ethical code in relation to your use of the Platform and your relationship with the Providers and us.
If you receive any file from us or from a Provider, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.
You will indemnify us, defend us, and hold us harmless 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; (d) non-payment for any of the services (including Provider Services) which were provided through the Platform; (e) 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 confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current, and correct and will continue to be accurate, current, and correct.
You agree to pay all fees and charges associated with your Account on a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your Account information.
If you have any concerns about a bill or a payment, please contact us immediately by sending an email to support@thrizer.com. We will evaluate your issue on a case-by-case basis and, at our discretion, take steps to resolve any issue, including but not limited to helping you find a new Provider, extending your subscription at no cost to you, and issuing partial or full refunds when applicable.
Thrizer provides the Service for the fees and other charges set forth on our Website. We may at any time add new services for additional fees and charges, or prospectively modify fees and charges for existing services on notice as provided herein. You acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Thrizer continue to be valid and sufficient for such purposes. We may suspend or terminate your use and your Account’s use, as provided in Section 24, in the event of any payment delinquency. Other services are available from Thrizer and the agreement with respect to those services and fees due to Thrizer incorporate by reference these Terms of Service as well as any specific terms and conditions presented to you. You will not be entitled to any refund on termination or expiration of the Agreement. All payments once made to Thrizer shall have been earned by Thrizer as of the date of payment. You will not be entitled to any refund of partially used Services or credits at any time.
You authorize us to store your payment method(s) and to automatically charge your payment method(s) upon completion of an appointment with a therapist. We will automatically charge you the then-current rate for your plan, plus applicable taxes.
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If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your access to the service.
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To use payment processing services and the billing services (“Thrizer Billing Services”), you must agree to the Credit Card Authorization and ACH Authorization Agreements and any other applicable agreement (incorporated herein by reference) that is available to you when you enroll in the Service and afterward through the Service. No transactions will occur in your Thrizer account until you agree to these Agreements. In addition to other terms and conditions herein as it relates to your clients’ payments to you, you hereby agree that:
Thrizer is a Telehealth solution for you to use and connect with patients at the time of consult.
Your Responsibilities
You as the provider must make patients and clients aware of the following. You must advise patients and clients, and have them execute a written consent containing the following minimum terms, prior to use of Thrizer:
You are solely responsible for the delivery of healthcare and determining whether you are able and/or permitted to do so based on the patient’s location when using the Service for the telehealth session. For each telehealth session, you are solely responsible for: (a) confirming that you have the necessary licenses, patient connections and qualifications to use the Service to deliver the telehealth session; and (b) providing telehealth healthcare and advice using the Service solely within the scope your licenses, qualifications, and applicable regulatory requirements.
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YOU ACKNOWLEDGE AND AGREE THAT Thrizer IS SOLELY PROVIDING A TECHNOLOGY PLATFORM AND IS NOT PROVIDING MEDICAL ADVICE OR HEALTHCARE SERVICES. Thrizer DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED – AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY – IN CONNECTION WITH ANY HEALTHCARE SERVICES, MEDICAL ADVICE, PRESCRIPTIONS OR MEDICATION RECOMMENDATIONS DELIVERED THROUGH THE SERVICE.
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Telehealth User Data Restrictions
You may not upload, store, or share any User Data that violates these Terms of Service or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Data, we may delete or remove User Data at any time and for any reason.
Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using the Thrizer Telehealth Service. Without limiting the foregoing, you will not:
In addition, although we have no obligation to screen, edit or monitor User Data, we may delete or remove or suspend the use of User Data at any time and for any reason.
By accessing or using the Service, you consent to the processing, transfer and storage of information about you and your Users in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
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Our Privacy Policy describes how we use and share Personal Information (as such term is defined in the Privacy Policy), including any payment account information you may provide to us either for purposes of creating an Account, submitting an inquiry or to receive further information, updates and promotions about or related to the Service. Our Privacy Policy does not apply to any Personal Information contained within User Data that we collect and process only on your behalf when we provide the Service.
In providing you our Service, Thrizer will not sell any Personal Information contained in User Data. Thrizer will not retain, use or disclose the Personal Information you provide to us about your patients and clients except for the specific purpose of performing our obligations under this Agreement, including providing and improving the Service under this Agreement, nor will Thrizer retain, use or disclose Personal Information about your patients and clients outside of our direct business relationship with you or the legal entity under which you practice or are employed.
It is your responsibility to comply with all applicable privacy and data protection laws and to ensure that you have provided all required notices and obtained all necessary consents from your Users, patients and your clients (including with respect to third parties access), and that your patients or your clients have agreed to the collection of their User Data (including PHI) and the access of their User Data by you, by us, and, where applicable, other third parties. Any sample documentation that is provided by Thrizer for obtaining consent is for illustration only, and you alone (and not Thrizer) are responsible to ensure that such documentation is adequate and enforceable to obtain requisite consent (including with respect to patients and clients who are under 13 years of age, consent from their parents or legal guardians). We will make no use of PHI that is not permitted by this Agreement or that is prohibited by applicable law, including but not limited to HIPAA. In the event that we receive a subpoena or other legal or court order compelling the disclosure of any of your patients’ or clients’ User Data (including PHI) or any of your data, unless ordered to not do so by a court of competent jurisdiction, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law, we will notify you of the subpoena or other legal or court order prior to disclosing the PHI or other data. We will make commercially reasonable efforts to maintain the Service in a manner that includes appropriate administrative, technical, and physical security measures designed to protect the confidentiality, availability, and integrity of PHI that is in our possession, as required by HIPAA.
We provide Users information by email through the Website. The emails you will receive include billing emails, account verification emails, platform and Service training emails (sometimes called “on-boarding emails”), and survey emails (for product improvement purposes). You understand that by using the Service and agreeing to these Terms of Service, that Thrizer will send to you the foregoing email types and you hereby waive any right to opt out of such communications to the extent permitted by applicable law. You are responsible for obtaining either consent or ceasing emails to a patient or client in the event that patient or client opts out of receipt.
In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of, or as otherwise provided in this Agreement, there is an export feature in the Service which will enable you to retrieve your User Data contained within the Service prior to the account termination date. It is your responsibility to export from your Account a file or files containing the User Data contained within the Service before the account termination date and to ensure the secure preservation of PHI for your clients and patients pursuant to federal and state law. Thrizer will destroy the User Data for your Account as provided in Section 25 of these Terms of Service.
Your Rights and Obligations with Respect to User Data
In connection with User Data you upload or submit to the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Thrizer to use, retain and process the User Data in the manner contemplated by the Service and this Agreement. You agree that by uploading or submitting any Content to or through the Servers, Website, or other areas of the Service, and permitting your clients and patients to upload any Transaction Data into the Service, you hereby automatically at such time grant Thrizer (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data and Transaction Data (including User Data and Transaction Data that is created, collected or generated by the Service or Thrizer using the User Data and Transaction Data you submit) solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyze and use any of your User Data and Transaction Data as Thrizer may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the “Service Data License.” You also acknowledge that the Service Data License granted to Thrizer with respect to your Content will survive the termination of your Account to permit Thrizer: (i) to retain server copies of particular instances of your User Data, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section for any other copies or instances of the same User Data that you have not specifically deleted from the Service. Notwithstanding anything to the contrary herein, or in any payment processing agreement between you and the payment processor, you also hereby provide Thrizer (and its affiliates) an irrevocable perpetual license, authority, and permission to obtain, copy, and use, at Thrizer’s request, without notice to you, from payment processors, banks, card and ACH processors and gateway provider, which support the Service, all of your Transaction Data and User Data for purposes of providing you the Service.
You acknowledge that you are responsible for all information and User Data you and those who are under the Account (including clients, patients and those who are employed or retained by the Account Owner) input into the Service. You understand and agree that you are bound by various laws and regulations, including but not limited to HIPAA , which require that you preserve the availability, accuracy, integrity, and confidentiality of protected health information and personally identifiable information. You also understand and agree that all of your activity within the Service is automatically logged (including into audit logs), and that such activity may be audited by Account Owners, account administrators, regulators, or others.
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Privacy Policy, Protected Health Information, User Data and Use of Your Information, Data
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The Platform may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content. You agree that Thrizer is not responsible or liable for the content, policies, or practices of any third-party websites, servers, or online services or environments. Please consult any applicable Terms of Use and Privacy Policies provided by the third party for such websites, servers, or online services or environments.
Thrizer may refer names of certain third party service providers (“Service Providers”) to you upon your request or in connection with the Service. Any Service Providers referred to you by Thrizer are not owned or controlled by Thrizer. You agree that Thrizer is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, willful or illegal conduct. You further agree to conduct your own investigation and due diligence regarding any Service Providers referred to you by Thrizer. You agree to defend, indemnify and hold harmless Thrizer from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to you.
You agree that you will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant Thrizer all of the license rights granted in this Agreement. You agree that Thrizer will have no liability for, and you agree to defend, indemnify, and hold Thrizer harmless for, any claims, losses or damages arising out of or in connection with your use of any User Data.
Thrizer reserves the right to add, modify, or eliminate aspect(s), features or functionality of the Service from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
Thrizer may on occasion need to interrupt the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that Thrizer will not be liable for any interruption of the Service (whether intentional or not), and you understand that you will not be entitled to any refunds of fees or other compensation for interruption of service. Likewise, you agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.
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The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so 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.
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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.
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You agree that you will not:
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Any violation by you of the terms of these Terms of Service may result in immediate suspension or termination of your Account without any refund or other compensation.
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You may terminate this Agreement by closing your Account at any time for any reason. In such event, Thrizer shall have no further obligation or liability to you under this Agreement or otherwise. You may not suspend your own Account. If you suspend your Account, then the Account will be deemed terminated. In addition, Thrizer may suspend or terminate your Account, without notice, for breach if you violate this Agreement, or any terms regarding payment of required fees and charges due under this Agreement. Thrizer may, at its sole discretion, provide You a grace period prior to termination, in the event of a breach or your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Thrizer or any third party. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge Thrizer will have no liability to you in connection with such suspension or termination.
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Termination of Licenses Upon Termination of Account
Upon termination of your Account, all licenses granted by Thrizer to use the Website, Software, and the Service will automatically terminate, and all User Data in your Account will be retained no more than thirty (30) days after termination or expiration of your Account or this Agreement, and deleted on expiration of such thirty (30) day time frame. You are responsible for exporting all account data and ensuring the secure preservation of Protected Health Information for your clients pursuant to federal and state law, and ethical requirements. During the time frame beginning on termination or expiration of your Account, your access to the Service will be limited to downloading your User Data.
Liability for Unpaid Fees Upon Termination of Account
Upon termination by You or by Thrizer of your Account, you will not receive any refund of any amounts previously paid and you will remain liable for any charges incurred or unpaid amounts owed by you to Thrizer.
In the event of a Dispute between you and Thrizer (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in San Francisco, California. In the event that there is any Dispute between you and Thrizer that is determined not to be subject to arbitration pursuant to the preceding sentence, you agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of San Francisco, California. You agree that this Agreement and the relationship between you and Thrizer shall be governed by the Federal Arbitration Act and the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
Class Action Waiver
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
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Intellectual Property Rights
Thrizer owns Intellectual Property Rights in and to the Service, except all User Data, including the Thrizer Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “Thrizer Marks”). You understand that such Intellectual Property Rights are apart from any rights you may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that Thrizer and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the Thrizer Marks are reserved by Thrizer. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the Thrizer Marks.
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Limited License
Thrizer hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by Thrizer to use or access the Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the Thrizer Software in the operation of a service bureau, an application service provider or for any other purpose intended to benefit a party other than you, (iv) alter or modify the Thrizer Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the Thrizer Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
Feedback and Other Input
You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to Thrizer or in the use of the Services or Website regarding Thrizer Website, products or Services. You agree that Thrizer will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by you or your employees and that all right title and interest in Feedback is assigned to Thrizer. The foregoing grant of rights is made without any duty to account to you or to any of the foregoing persons or entities for the use of such Feedback.
Mobile Application License
Subject to your compliance with these Terms & Conditions, Thrizer grants you a limited non-exclusive, non-transferable license to use any of the Thrizer mobile applications and to access the Website via a single mobile device or computer that you own or control and to run such copies of the Thrizer mobile applications solely for your own personal use.
You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Thrizer mobile application in any way; (ii) modify or make derivative works based upon the Website or Thrizer mobile application; (iii) create Internet “links” to the Website or “frame” or “mirror” the Thrizer mobile application on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Thrizer mobile application in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Website or Thrizer mobile application, or (c) copy any ideas, features, functions or graphics of the Website or Thrizer mobile application; or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Website or Thrizer mobile application.
Downloaded Mobile Sourced Application
With respect to any application accessed through or downloaded from any mobile or device application site or store (“Mobile Store Sourced Application”), you agree that you will use the Mobile Store Sourced Application only as permitted by the “Usage Rules” set forth in any applicable Mobile Store Terms of Service and these Terms of Service. With respect to any Mobile Store Sourced Application used with the Thrizer Telehealth Service, you also agree to “Telehealth Services” section of these Terms of Service. Thrizer reserves all rights in and to the application not expressly granted to you under these Terms & Conditions. You acknowledge and agree that: (i) these Terms & Conditions are valid between you and Thrizer only, and not the mobile application download site (the “Mobile Store”); and(ii) Thrizer, not the Mobile Store, is solely responsible for the Mobile Store Sourced Application and content thereof. Your use of the Mobile Store Sourced Application must comply with the Mobile Store Terms of Service. You acknowledge that the Mobile Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Store Sourced Application. In the event of any failure of the Mobile Store Sourced Application to conform to any applicable warranty, you may notify the Mobile Store but the Mobile Store will have no warranty obligation whatsoever with respect to the Mobile Store Sourced Application. As between Thrizer and the Mobile Store, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Thrizer. You acknowledge that, as between Thrizer and the Mobile Store, the Mobile Store is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile Store Sourced Application or your possession and use of the Mobile Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the Mobile Store Sourced Application or your possession and use of that Mobile Store Sourced Application infringes that third party’s intellectual property rights, as between Thrizer and the Mobile Store, Thrizer, not the Mobile Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement
Without limiting any other provisions of these Terms & Conditions, you must comply with all applicable third-party terms of agreement when using the Mobile Store Sourced Application.
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This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware 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 Northern District of California, or the state courts located in Santa Clara County in California. 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. Nothing in this Agreement, including the choice of the laws of the State of Delaware, affects your statutory rights as a consumer to rely on the mandatory consumer protection provisions contained in the law of the country in which you live.
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 Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.
We may freely transfer or assign this Agreement or any of its obligations hereunder.
The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.
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.
To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.
THRIZER WARRANTS THAT DURING THE TERM OF THIS AGREEMENT, THE SOFTWARE AND THE SERVICES WILL FUNCTION IN SUBSTANTIAL CONFORMANCE TO THE SPECIFICATIONS SET FORTH ON THE WEBSITE. THRIZER PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, THRIZER AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON Thrizer’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS.
Thrizer does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on Thrizer’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. Thrizer does not guarantee that by mere use of the Software you will be in compliance with HIPAA, and you understand and agree that you are responsible for maintaining administrative, technical and physical safeguards necessary to ensure the confidentiality, availability, and integrity with respect to your PHI and to otherwise comply with HIPAA.
IN NO EVENT SHALL THRIZER OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE Thrizer SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT Thrizer MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.
At Thrizer’s request, you agree to defend, indemnify and hold harmless Thrizer, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (i) any breach or alleged breach by you of these Terms of Service, including without limitation your representations and warranties relating to your data, User Data; (ii) use of the Thrizer Telehealth Service, or (iii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
You acknowledge that your participation in the Service, including your creation or uploading of Content in the Service, does not make you a Thrizer employee and that you do not expect to be, and will not be, compensated by Thrizer for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third-party beneficiaries, intended or implied, under this Agreement.
You agree not to hold Thrizer liable for the Content, actions, or inactions of you or other Users of the Service or of other third parties. As a condition of access to the Service, you release Thrizer (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more other users of the Service or with other third parties, including whether or not Thrizer becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties as to Use Outside of the United States
Thrizer is a United States-based service. We make no representation that any aspect of the Service is appropriate or available for use outside of the United States or may be used for persons who are not citizens of the United States or residents of other countries. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Software is subject to applicable export laws and restrictions.
You may not assign this Agreement or your Account without our prior written consent. You may not transfer or sublicense any licenses granted by Thrizer in this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without your consent.
The agreements, understandings and policies referenced in this Agreement sets forth the entire agreement and understanding between you and Thrizer with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. Thrizer reserves the right to modify this Agreement and Terms of Service at any time upon notification to you. If any future change is unacceptable to you, you should discontinue using the Service. Your continued use of the Service will always indicate your acceptance of this agreement and any changes to it.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
You agree that you are responsible for the provision of access to User Data and the sharing of User Data amongst those who are Users, Team Members or those who are retained by the Account Owner and patients, clients and any family members thereof, in accordance with applicable law. In the event that any practitioner or instructor who has access to the Service under the Account dies or becomes incapacitated or otherwise is unable to provide services to any User, then the Account Owner will be responsible for arranging for the transfer of User Data, or modification of access, in compliance with applicable law. This includes, but may not be limited to, providing identity verification or execution of necessary authorizations that may be required by Thrizer or by applicable regulations or licensing bodies. You agree that Thrizer reserves the right to not transfer User Data or modify access if the foregoing is not provided to the extent required by applicable law. If the Account Owner dies, or otherwise becomes incapacitated, Thrizer will attempt to identify an appropriate individual to transfer the Account Owner role pursuant to applicable law or regulation, and if an appropriate individual can be identified, will transfer the Account Owner role to that individual as outlined above.
IT IS RECOMMENDED THAT ACCOUNT OWNERS CREATE CLEAR DIRECTIONS REGARDING ACCESS TO AND TRANSFER OF USER DATA IN THE EVENT OF THEIR DEATH OR INCAPACITATION AND SHARE THESE DIRECTIONS WITH A QUALIFIED AND TRUSTED INDIVIDUAL IN ADVANCE. Requests for transfer of the Account Owner role, either by the Account Owner or by an individual legally designated to assume Ownership, must be initiated by you by emailing support@thrizer.com. You agree that User Data that is PHI may only be accessed by or transferred to an appropriate party, pursuant to HIPAA rules and applicable state regulations.
Questions about the Terms should be sent to us at support@thrizer.comÂ
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