TiQ Terms of Service

THERAPY IQ

TERMS OF SERVICE

(Providers)

Last Updated May 7, 2024

These Terms of Service (the “Terms”) constitute a legally binding agreement made between you and TiQ Holdings Inc. (“Therapy iQ,” “we,” or “us”), concerning your access to and use of the Service (as defined below). The Service is offered subject to your acceptance of all terms and conditions set forth herein.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE THERAPY IQ PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.

THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 19(g) (WAIVER OF JURY TRIAL AND CLASS ACTION WAIVER) BELOW.

THERAPY IQ MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

1. THE SERVICE. Therapy iQ operates a web-based platform, accessible through a unique URL login or other such websites or mobile or desktop applications as Therapy iQ may designate from time to time (the “Site”), including all features, content, applications, application program interfaces, widgets and other tools and services included thereon or available therethrough (collectively, the “Service”), which platform allows users to conduct practice administration, operations, and other practice management functions in an effective and streamlined manner.

2. APPLICABILITY. “You” as used herein means the natural person or entity that has agreed to be bound by these Terms, including, without limitation, (i) a mental health, behavioral health, or other healthcare practice that purchases or otherwise registers for access to the Service for commercial use (a “Provider”), and (ii) individual employees or representatives of a Provider, including, without limitation, a healthcare specialist, professional or other provider, or billing or administrative support staff, who accesses or uses the Service as an authorized user of such Provider (an “Authorized User”). If you are a Provider, you are responsible for all acts and omissions of your Authorized Users with respect to the Site and Service, and for ensuring the compliance of your Authorized Users with the terms and conditions of these Terms.

3. CHANGES TO TERMS. Therapy iQ reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Any modifications or changes to these Terms will be effective immediately upon posting to the Site, unless otherwise specified in the updated Terms. Your continued access to and use of the Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.

5. USER ACCOUNTS. In order to access and use the Service or certain features thereof, you may be required to establish a Therapy iQ user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining (and if you are a Provider, for ensuring that your Authorized Users maintain) the confidentiality of any user IDs, passwords and other credentials associated with each User Account, and shall immediately notify Therapy iQ of any actual or suspected unauthorized access to or use of any User Account or any associated user IDs, passwords, or other credentials. Authorized Users may not share their access credentials with any other individuals. You will cooperate fully with Therapy iQ and take all actions that Therapy iQ reasonably deems necessary to maintain or enhance the security of the Service and Therapy iQ’s computing systems and networks. Therapy iQ is not and shall not be deemed liable for any loss or damage arising from your or, if you are a Provider, your Authorized Users’, failure to comply with this Section 5.

6. RESTRICTIONS. You agree to access and use the Service solely for your internal business purposes, in accordance with any Therapy iQ user documentation, and in accordance with all applicable laws. You shall not (and, if you are a Provider, you shall ensure that your Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes; (iii) sell, resell, rent or lease the Service; (iv) remove any copyright or proprietary notices contained in the Service or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (vi) access the Service via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Service or any related systems, software or networks; (ix) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (x) use the Service to transmit viruses or malicious code; (xi) access or use the Service for purposes of engaging in any anti-competitive, deceptive or unfair practices, or to otherwise violate applicable antitrust, competition or consumer protection laws or regulations; or (xii) make any use of, or take any other action with respect to, the Service or any component thereof in a manner that violates applicable law or any provision of these Terms. Therapy iQ may suspend or terminate your access to the Service, or any component thereof, if Therapy iQ reasonably determines that you have violated any provision of these Terms. You shall be liable to Therapy iQ for any violation of these Terms by you, and, if you are a Provider, by any Authorized User.

7. CUSTOMER DATA.

a. Provision of Customer Data. In connection with your access to and use of the Service, you may upload, input, or otherwise submit to the Service certain data and information, including, without limitation, data and information concerning or relating to registered or non-registered patients or clients of Provider that receive medical, mental health, behavioral health, or other services through Provider’s practice (“Practice Clients”). You, and not Therapy iQ, are solely and exclusively responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data, information, and/or other content that you may submit, upload, collect, or otherwise make available to or in connection with the Service (collectively, “Customer Data”), and for the capture, collection, provision, maintenance, storage, and transmission to Therapy iQ of the same. You shall not, and, if you are a Provider, you will ensure that any Authorized Users do not, upload, input, or otherwise submit, directly or indirectly, any Customer Data or other information, materials, or content that: (a) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violates any applicable law, or (c) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. The parties acknowledge that Customer Data may constitute Protected Health Information (as such term is defined in 45 CFR Section 160.103) (“PHI”), personal information, or otherwise be subject to applicable data protection laws. By submitting, uploading, or otherwise making available any Customer Data to Therapy iQ and/or the Service, whether directly or, in the case of Provider, indirectly through an Authorized User, you represent, warrant, and covenant that: (i) all such Customer Data has been collected, stored, and made available to Therapy iQ in accordance with all applicable laws, rules and regulations (including, without limitation, the Health Insurance Portability and Accountability Act of 1996, and any implementing regulations, as amended (“HIPAA”)); and (ii) you have all necessary permissions, authorizations, licenses, and consents necessary to submit, upload, or otherwise make the Customer Data available to Therapy iQ and the Service, including, without limitation, from the applicable Practice Client or other data subject, and to permit Therapy iQ’s processing of such Customer Data in connection with its provision of the Service. You are solely responsible for the Customer Data and for any harm, liability, costs or losses arising with respect to the Customer Data or your (and if you are a Provider, your Authorized Users’) failure to comply with this Section, and you will indemnify and hold harmless Therapy iQ, its agents, officers, representatives, and assigns from all claims, liability, costs or losses arising out of or relating to the same.

b. License to Customer Data. You hereby grant to Therapy iQ a nonexclusive, worldwide, transferable, sublicensable, irrevocable, royalty-free, fully paid-up license to collect, process, store, and otherwise access and use the Customer Data for purposes of providing the Service and making the Service available to you and for such other purposes as may be set forth herein. You represent and warrant to Therapy iQ that you have all rights and authorizations necessary to grant the foregoing license.

8. USER OBLIGATIONS

a. Responsibility for Customer Services. You understand and acknowledge that the Service is a practice management tool, intended to streamline and increase the efficiency of communication, scheduling, and other administrative tasks. THERAPY IQ IS NOT A PROVIDER OF PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT SERVICES, EITHER DIRECTLY OR THROUGH PROVISION OF THE SERVICE. ANY ACCESS TO OR USE OF THE SERVICE BY YOU OR, IN THE CASE OF PROVIDER, YOUR AUTHORIZED USERS, INCLUDING, WITHOUT LIMITATION, ANY ASSOCIATED INTERACTIONS WITH PRACTICE CLIENTS, DOES NOT ESTABLISH OR CREATE A DOCTOR-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN THERAPY IQ, ON THE ONE HAND, AND YOU, PROVIDER, ITS AUTHORIZED USERS, AND ANY PRACTICE CLIENTS, ON THE OTHER HAND. As between you and Therapy iQ, you are solely and exclusively responsible for all advice, treatment, and other services provided by you or on your behalf, and for any relationships established or transactions entered into by and between you (and if you are a Provider, your Authorized Users) and any Practice Client, and you agree to, and hereby do, release Therapy iQ and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from the same. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

b. Telehealth. The Service may permit you to access and use certain telehealth functionalities in order to allow you to connect with and deliver care to Practice Clients on a remote basis. BY PROVIDING THE TELEHEALTH FUNCTIONALITY, THERAPY IQ IS ACTING SOLELY AS A PROVIDER OF SUPPORTING TECHNOLOGY AND IS NOT PROVIDING MEDICAL ADVICE. As between you and Therapy iQ, you are solely and exclusively responsible for (i) determining the appropriateness of your use of telehealth in providing services to Practice Clients, (ii) verifying the identity, location, and ages of all Practice Clients and other attendees on the telehealth session, (iii) obtaining all consents and other documentation from the applicable Practice Client, and (iv) confirming that the necessary licenses and qualifications are in place to permit you to deliver services to Practice Clients via telehealth. THERAPY IQ SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY IDENTITY, LOCATION, OR AGE VERIFICATION, PROFESSIONAL, DIAGNOSTIC OR MEDICAL SERVICES, MEDICAL OR BEHAVIORAL/MENTAL HEALTH ADVICE, MEDICATION RECOMMENDATIONS OR PRESCRIPTIONS PROVIDED OR COMMUNICATED THROUGH THE TELEHEALTH FUNCTIONALITY OF THE THERAPY IQ SERVICE, WHETHER BY YOU, A PROVIDER, AN AUTHORIZED USER, OR OTHERWISE. You further accept full responsibility for verifying the internet connection and hardware configuration of the telehealth session, and you agree and acknowledge that Therapy iQ shall have no responsibility or liability for internet connection issues, hardware issues, third-party outages or interruptions, or any other interruptions or outages arising with respect to your use of the telehealth functionality.

c. Billing and Claims. The Service may permit you to submit insurance claims and other billing on an automated basis. You are solely responsible for the accuracy and truthfulness of all insurance claims and other billing submitted through or by means of the Service, and will hold Therapy iQ harmless for any false or defective claims or billings. You agree to promptly report any actual or suspected fraud or abuse to the relevant authority and to cooperate fully in the investigation, prevention, resolution, and prosecution of the same. Therapy iQ assumes no responsibility for, and shall have no liability for, the accuracy or truthfulness of any insurance claims or billings submitted by or on behalf of you, a Provider, or any Authorized User.

d. Spam. The Service may permit you to contact and/or communicate with Practice Clients or other third parties through text message, email, or other means, including, without limitation, for purposes of providing appointment and account reminders. By contacting any Practice Client or other third party through or by means of the Service, whether directly or (if you are a Provider) through an Authorized User, you represent and warrant that you have received all necessary consents and authorizations from such Practice Client or third party to issue such communications. You shall not, and (if you are a Provider) you shall not permit any Authorized User to, use any communication functionality of the Service or information accessible thereon for the purpose of sending, or to facilitate the sending of, unsolicited bulk communications, such as SPAM. Therapy iQ may suspend or terminate your access to the Service or any component thereof if Therapy iQ reasonably determines that you have violated any term or condition of this Section.

e. Other Third Party Services. Without limiting the foregoing, Therapy iQ may engage, integrate with, or otherwise use the products and services of certain third parties to support its provision of the Service, including, by way of example and without limitation, payment processing, insurance clearinghouse, and e-prescription services (collectively, “Ancillary Services”). Therapy iQ may change, discontinue, or change providers of any Ancillary Services from time to time in its discretion and without notice to you. You further understand and acknowledge that the Ancillary Services may be subject to terms of use or other terms or restrictions imposed by the applicable third-party provider. Without limiting any other obligations hereunder, you agree to, and (if you are a Provider) you shall ensure that all Authorized Users, comply with all such terms of use, licenses, or other restrictions with respect to the Ancillary Services that are posted or linked to, or otherwise presented to you through, the Service (“Ancillary Service Terms”). You agree to indemnify and hold Therapy iQ harmless from and against any costs, losses, or liability arising in any way from your (or if you are a Provider, any Authorized User’s) breach of any Ancillary Service Terms, applicable law, or any other restrictions or obligations set forth herein with respect to the Ancillary Services.

9. STORAGE OF DATA. You agree and acknowledge that Therapy iQ is not a provider of data back-up, archiving, or data retention services. As between you and Therapy iQ, you are solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data and any other of your information, data, or materials. Therapy iQ does not make any representations, warranties or guarantees that any Customer Data or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. THERAPY IQ HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CUSTOMER DATA THROUGH OR IN CONNECTION WITH YOUR USE OF THE SERVICE.

10. TECHNICAL REQUIREMENTS. Your access to and use of the Service is dependent upon access to telecommunications and Internet services. You acknowledge that Therapy iQ is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you may need to access and use the Service or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

11. SUBSCRIPTIONS. The Service is offered on a subscription basis and in accordance with the individual service plan selected by Provider under the terms of a Platform Services Agreement or similar agreement entered into between Therapy iQ and Provider (a “Provider Agreement”). You may only access and use the Service if (i) a Provider has purchased and maintains a valid subscription to the Service, and (ii) such Provider has identified you as an Authorized User of the Service under such Provider’s purchased subscription. If, at any time, you cease to be an Authorized User of the applicable Provider, or if the Provider’s subscription to the Service expires or terminates for any reason, all rights granted to you hereunder to access and use the Service will immediately cease.

12. TERM AND TERMINATION. These Terms shall remain in full force and effect while you use or have access to the Service. Therapy iQ may terminate or restrict your access to any or all of the Service or to your User Account for any reason, including, without limitation, if Therapy iQ determines that you have violated any provision of these Terms. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any charges or other obligations accrued as of the date of such termination, if any, and shall immediately cease to use the Service. The provisions of the following Sections of these Terms will survive any expiration or earlier termination of these Terms: Sections 2 (with respect to the final sentence), 5 (with respect to the final sentence), 6 through 9, 10 (with respect to the final sentence), and 12 through 19.

13. INTELLECTUAL PROPERTY

a. Therapy iQ Intellectual Property. As between you and Therapy iQ, the Service and all software and other technologies embodied in or used to provide the foregoing, and all intellectual property rights therein or relating thereto (collectively, the “Therapy iQ IP”), are and shall remain the exclusive property of Therapy iQ and/or its licensors. No rights are granted to you hereunder other than as expressly set forth herein.

b. Data Use Rights. You acknowledge and agree that Therapy iQ may monitor your use of the Service and may track and compile data and information related to such use, including, without limitation, statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between you and Therapy iQ, the Aggregated Statistics and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Therapy iQ. Therapy iQ may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Service, to develop, improve, or offer other Therapy iQ products or services, or to otherwise operate Therapy iQ’s business.

c. Feedback. To the extent you provide Therapy iQ with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service (collectively, “Feedback”), you hereby assign and agree to assign to Therapy iQ all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Therapy iQ will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Therapy iQ’s other technologies, products and services, without compensation or other obligation to you.

14. PRIVACY.

a. Privacy Policy and BAA. You acknowledge and agree that information collected by Therapy iQ is subject to our Privacy Policy and, with respect only to PHI, to the HIPAA Business Associates Agreement entered into between Therapy iQ and Provider (the “BAA”). By accessing or using the Service in any manner, you represent and warrant that you consent (and have obtained all necessary consents of any relevant Practice Clients and other data subjects) to all actions we take with respect to such information in compliance with our Privacy Policy and, where applicable, the BAA.

b. Your Use of Personal Information. Through your use of the Service, you may be provided or receive access to the personal information of Practice Clients and other users of the Service, which information may include PHI (“User Information”). You agree that you shall only access or use User Information exclusively for the purpose for which it was provided or made available to you. You may not disclose, sell, rent, or distribute any User Information to a third party for any purpose not directly related to and necessary for your use of the Service. Additionally, you may not use User Information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

15. THIRD PARTY APPLICATIONS. The Service may contain links to, incorporate, connect to, interoperate with, or otherwise allow you to access third party applications and services (including, without limitation, Ancillary Services) that are not owned or controlled by Therapy iQ (collectively, “Third Party Services”). When you access third party websites or Third Party Services, you do so at your own risk. Therapy iQ encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access or receive any product, service, or data. Therapy iQ has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, Therapy iQ will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

16. DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND THERAPY IQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER THERAPY IQ NOR ANY PERSON ASSOCIATED WITH THERAPY IQ MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR OF ANY RESULTS, DATA OR OTHER OUTPUTS OBTAINED OR GENERATED THROUGH THE USE OF THE SAME. WITHOUT LIMITING THE FOREGOING, NEITHER THERAPY IQ NOR ANY PERSON ASSOCIATED WITH THERAPY IQ MAKES ANY REPRESENTATION OR WARRANTY THAT ANY RESULTS, DATA OR OTHER OUTPUTS OBTAINED OR GENERATED THROUGH THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY RESULTS, DATA OR OTHER OUTPUTS OBTAINED OR GENERATED THROUGH THE USE OF THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS OR THOSE OF ANY PRACTICE CLIENTS OR ANY THIRD PARTIES. YOU FURTHER UNDERSTAND AND AGREE THAT THERAPY IQ MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND SHALL HAVE NO LIABILTY TO YOU OR ANY AUTHORIZED USER OR OTHER THIRD PARTY WITH RESPECT TO, ANY THIRD PARTY SERVICES OR THE ACTS OR OMMISSIONS OF THE PROVIDERS THEREOF. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS AND SUITABILITY OF THE SERVICE FOR USE IN YOUR PRACTICE AND WITH RESPECT TO YOUR PRACTICE CLIENTS. AS BETWEEN YOU AND THERAPY IQ, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF AND RELIANCE ON THE SERVICE.

17. INDEMNITY. You agree to indemnify, defend, and hold Therapy iQ and its officers, directors, employees, agents, licensors, and service providers harmless from and against any and all claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) your (and, if you are a Provider, your Authorized Users’) access to or use of the Service, (ii) your (and, if you are a Provider, your Authorized Users’) violation of these Terms or applicable law, (iii) any claim that the Customer Data infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy or publicity of any third party, and (iv) any agreement, transaction, or relationship between you and any third party (including, without limitation, any Practice Clients). Therapy iQ reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification under this Section, and in such event you agree to cooperate with Therapy iQ in defending such action.

18. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THERAPY IQ OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR (OR IF YOU ARE A PROVIDER, YOUR AUTHORIZED USERS’) ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF THERAPY IQ IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL THERAPY IQ’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO THERAPY IQ PURSUANT TO THESE TERMS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, Therapy iQ shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

You and Therapy iQ each understand and agree that the disclaimers, acknowledgements, exclusions, and limitations in this Section 18 and in Section 16 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that Therapy iQ would be unable to make the Service available to you except on these terms and agree that these terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

19. MISCELLANEOUS

a. Service Availability. You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. Therapy iQ will use commercially reasonable efforts to provide Provider with advance notice of any such unavailability, but shall not have any liability to you or any third party for any planned or unplanned unavailability or downtime.

b. Force Majeure. Therapy iQ will not be liable for any delay or failure in the performance of its obligations under these Terms if the delay or failure is due to any cause outside of Therapy iQ’s reasonable control.

c. Relationship of the Parties. The parties are acting as independent entities, and nothing in these Terms will be construed as establishing an employment, agency, partnership or joint venture relationship between Therapy iQ and you or between one party and any of the other party’s personnel.

d. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder to any other person without Therapy iQ’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. Therapy iQ may assign these Terms or its obligations hereunder without restriction. These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any part of these Terms.

e. Export Compliance. You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Service nor any direct products or outputs thereof are: (i) exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by such export laws and regulations.

f. Governing Law and Venue. These Terms, and any dispute or claim arising out of or related to these Terms, its subject matter or formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. The parties further agree that the exclusive venue and jurisdiction for any dispute arising or relating to these Terms shall be a court of competent jurisdiction located in the State of Florida. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

g. Waiver of Jury Trial and Class Action Waiver. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS. YOU AND THERAPY IQ EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THESE TERMS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

h. Notices. Therapy iQ may give notice to you by means of electronic mail to your e-mail address on record with Therapy iQ (including any email account associated with your User Account) or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to your address on record with Therapy iQ. You may give notice to Therapy iQ by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to:

TiQ Holdings Inc.

5666 Seminole Blvd, Unit 146

Seminole, FL 33772

Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to these Terms shall be in the English language. For contractual purposes, you consent to receive communications from us in electronic form and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

i. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

j. California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.

k. Entire Agreement. These Terms, including the Privacy Policy, constitute the sole and entire agreement between you and Therapy iQ with respect to the subject matter hereof, and supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.

THERAPY IQ

TERMS OF SERVICE

(Client Users)

Last Updated May 7, 2024

1. THE SERVICE. Therapy iQ operates a web-based platform, accessible through a unique URL login or other such websites or mobile or desktop applications as Therapy iQ may designate from time to time (the “Site”), including all features, content, applications, application program interfaces, widgets and other tools and services included thereon or available therethrough (collectively, the “Service”), which platform allows users, among other things, to access the services of and communicate with an applicable mental health, behavioral health, or other healthcare practice (a “Provider”) in an effective and streamlined manner.

2. APPLICABILITY. “You” as used herein means the registered or non-registered patient or client of a Provider that receives medical, mental health, behavioral health, or other services through such Provider and that has agreed to be bound by these Terms.

4. ACCESS TO THE SERVICE. Subject to Section 11 hereof and subject to and conditioned on your compliance with these Terms, Therapy iQ hereby grants to you a personal, revocable, limited, non-transferable, non-exclusive right to access and use the features and functionality of the Service accessible through the Client Portal, in accordance with the terms of the applicable Provider Agreement (as defined below) and for so long as you remain classified by the Provider as a “Provider Client” thereunder. Notwithstanding the foregoing, Therapy iQ may suspend or terminate your access to the Service or any component thereof at any time and for any reason, including if Therapy iQ determines you have violated these Terms. Therapy iQ reserves the right to discontinue or modify any aspect of the Service at any time and in its discretion. For purposes of these Terms, “Client Portal” shall mean the Provider Client-facing portion of the Service through which, after providing appropriate log-in or other credentials, a Provider Client (as that term is defined in the Provider Agreement) may, among other things, submit or upload content and information, manage payments to and communication with the Provider, access telehealth functionalities, and manage other aspects of his or her relationship with the Provider.

5. USER ACCOUNTS. In order to access and use the Service or certain features thereof, including by means of the Client Portal, you may be required to establish a Therapy iQ user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with each User Account, and shall immediately notify Therapy iQ of any actual or suspected unauthorized access to or use of any User Account or any associated user IDs, passwords, or other credentials. You may not share your access credentials with any other individuals. You will cooperate fully with Therapy iQ and take all actions that Therapy iQ reasonably deems necessary to maintain or enhance the security of the Service and Therapy iQ’s computing systems and networks. Therapy iQ is not and shall not be deemed liable for any loss or damage arising from your failure to comply with this Section 5.

6. RESTRICTIONS. You agree to access and use the Service solely for your personal use, in accordance with any Therapy iQ user documentation, and in accordance with all applicable laws. You shall not: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes; (iii) sell, resell, rent or lease the Service; (iv) remove any copyright or proprietary notices contained in the Service or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (vi) access the Service via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Service or any related systems, software or networks; (ix) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (x) use the Service to transmit viruses or malicious code; (xi) access or use the Service for purposes of engaging in any anti-competitive, deceptive or unfair practices, or to otherwise violate applicable antitrust, competition or consumer protection laws or regulations; or (xii) make any use of, or take any other action with respect to, the Service or any component thereof in a manner that violates applicable law or any provision of these Terms. Therapy iQ may suspend or terminate your access to the Service, or any component thereof, if Therapy iQ reasonably determines that you have violated any provision of these Terms. You shall be liable to Therapy iQ for your violation of any part of these Terms.

7. USER DATA.

a. Provision of User Data. In connection with your access to and use of the Service and the Provider’s provision of treatment to you, you may upload, input, or otherwise provide to or through the Service certain data, information, or content (“User Data”). You, and not Therapy iQ, are solely and exclusively responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data that you may submit, upload, provide, or otherwise make available to or in connection with the Service, and for the capture, collection, provision, maintenance, storage, and transmission to Therapy iQ of the same. You shall not upload, input, or otherwise provide, directly or indirectly, any User Data or other information, materials, or content that: (a) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violates any applicable law, or (c) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

b. License to User Data. You hereby grant to Therapy iQ a nonexclusive, worldwide, transferable, sublicensable, irrevocable, royalty-free, fully paid-up license to collect, process, store, and otherwise access and use the User Data for purposes of providing the Service and making the Service available to you and for such other purposes as may be set forth herein. You represent and warrant to Therapy iQ that you have all rights and authorizations necessary to grant the foregoing license.

c. Protected Health Information. Notwithstanding the foregoing, you understand and acknowledge that User Data that you elect to upload, input, or otherwise provide to or through the Service may include health-related information and other sensitive personal information collected on behalf of the Provider in connection with the Provider’s provision of treatment or other services to you, including as may constitute Protected Health Information (as such term is defined in 45 CFR Section 160.103) (“PHI”). Such PHI may include, by way of example and not limitation, your health status, health history, race or ethnic origin, sexual orientation, identification and payment information, and other identifiers. By uploading, inputting, or otherwise providing your PHI to or through the Service in any manner, you are expressly consenting to our sharing of such PHI with your Provider in connection with such Provider’s access to and use of the Service and its provision of treatment or services to you. You may withdraw this consent at any time by contacting us by email at admin@therapyiq.com. Please note that any consent to the sharing of PHI is entirely voluntary and at your discretion, however, should you choose to withhold or withdraw such consent, certain features or functionality of the Service may then be inaccessible to you. For more information, please see our Privacy Policy.

8. PROVIDER RESPONSIBILITIES

a. Responsibility for Provider Services. You understand and acknowledge that the Service is a Provider management tool, intended to streamline and increase the efficiency of communication, scheduling, and other administrative tasks. THERAPY IQ IS NOT A PROVIDER OF PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT SERVICES, EITHER DIRECTLY OR THROUGH PROVISION OF THE SERVICE. ANY ACCESS TO OR USE OF THE SERVICE BY YOU, INCLUDING, WITHOUT LIMITATION, ANY ASSOCIATED INTERACTIONS WITH A PROVIDER OR ANY PROVIDER PERSONNEL, DOES NOT ESTABLISH OR CREATE A DOCTOR-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN THERAPY IQ, ON THE ONE HAND, AND YOU, THE PROVIDER, OR ANY PROVIDER PERSONNEL, ON THE OTHER HAND. Therapy iQ has no control over and shall have no obligation or responsibility with respect to any advice, treatment, and other services provided to you by or on behalf of any Provider, or for any relationships established or transactions entered into by and between you and any Provider. You agree to, and hereby do, release Therapy iQ and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from the same. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

b. Telehealth. The Service may permit you to access and use certain telehealth functionalities in order to allow you to connect with and receive care from your Provider on a remote basis. BY PROVIDING THE TELEHEALTH FUNCTIONALITY, THERAPY IQ IS ACTING SOLELY AS A PROVIDER OF SUPPORTING TECHNOLOGY AND IS NOT PROVIDING MEDICAL ADVICE. As between you and Therapy iQ, you are solely and exclusively responsible for determining the appropriateness of your use of telehealth services. THERAPY IQ SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY PROFESSIONAL, DIAGNOSTIC OR MEDICAL SERVICES, MEDICAL OR BEHAVIORAL/MENTAL HEALTH ADVICE, MEDICATION RECOMMENDATIONS OR PRESCRIPTIONS PROVIDED OR COMMUNICATED THROUGH THE TELEHEALTH FUNCTIONALITY OF THE SERVICE, INCLUDING BY YOUR PROVIDER. You further accept full responsibility for verifying the internet connection and hardware configuration of the telehealth session, and you agree and acknowledge that Therapy iQ shall have no responsibility or liability for internet connection issues, hardware issues, third-party outages or interruptions, or any other interruptions or outages arising with respect to your use of the telehealth functionality.

c. Billing and Claims. The Service may permit your Provider to submit insurance claims and other billing on an automated basis. You are solely responsible for the accuracy and truthfulness of all insurance and other billing information you provide through or by means of the Service, and will hold Therapy iQ harmless for any false or defective claims or billings arising from your failure to provide accurate and complete information. You agree to promptly report any actual or suspected fraud or abuse to the relevant authority and to cooperate fully in the investigation, prevention, resolution, and prosecution of the same. Therapy iQ assumes no responsibility for, and shall have no liability for, the accuracy or truthfulness of any insurance claims or billings submitted by or on behalf of you or your Provider.

d. Messages. The Service may permit your Provider to contact and/or communicate with you through the Service via text message, email, or other means, including, without limitation, for purposes of providing appointment and account reminders (collectively, “Messages”). By accepting these terms, you consent to the receipt of Messages through the Service. Should you wish to opt out of the receipt of messages, please follow the opt-out instructions included in the specific Message, or email us at admin@therapyiq.com. For more information, please consult our Privacy Policy.

e. Other Third Party Services. Without limiting the foregoing, Therapy iQ may engage, integrate with, or otherwise use the products and services of certain third parties to support its provision of the Service, including, by way of example and without limitation, payment processing and e-prescription services (collectively, “Ancillary Services”). Therapy iQ may change, discontinue, or change providers of any Ancillary Services from time to time in its discretion and without notice to you. You further understand and acknowledge that the Ancillary Services may be subject to terms of use or other terms or restrictions imposed by the applicable third-party provider. Without limiting any other obligations hereunder, you agree to comply with all such terms of use, licenses, or other restrictions with respect to the Ancillary Services that are posted or linked to, or otherwise presented to you through, the Service (“Ancillary Service Terms”). You agree to indemnify and hold Therapy iQ harmless from and against any costs, losses, or liability arising in any way from your breach of any Ancillary Service Terms, applicable law, or any other restrictions or obligations set forth herein with respect to the Ancillary Services.

9. STORAGE OF DATA. You agree and acknowledge that Therapy iQ is not a provider of data back-up, archiving, or data retention services. As between you and Therapy iQ, you are solely and exclusively responsible for the backing up, archiving, and retaining of your User Data and any other of your information, data, or materials. Therapy iQ does not make any representations, warranties or guarantees that any User Data or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. THERAPY IQ HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER DATA THROUGH OR IN CONNECTION WITH YOUR USE OF THE SERVICE.

11. SUBSCRIPTIONS. The Service is offered on a subscription basis and in accordance with the individual service plan selected by the Provider under the terms of a Platform Services Agreement or similar agreement entered into between Therapy iQ and such Provider (a “Provider Agreement”). You may only access and use the Service if (i) your Provider has purchased and maintains a valid subscription to the Service, and (ii) such Provider has identified you as a Practice Client under such Provider’s purchased subscription. If, at any time, you cease to be a Practice Client of the applicable Provider, or if the Provider’s subscription to the Service expires or terminates for any reason, all rights granted to you hereunder to access and use the Service will immediately cease.

13. INTELLECTUAL PROPERTY

b. User Data. Subject to the rights, licenses, and consents granted to Therapy iQ hereunder (including, without limitation, as set forth in Section 7 hereof and in the Privacy Policy), as between you and Therapy iQ, your User Data shall be deemed to be owned by you.

c. Data Use Rights. You acknowledge and agree that Therapy iQ may monitor your use of the Service and may track and compile data and information related to such use, including, without limitation, statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between you and Therapy iQ, the Aggregated Statistics and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Therapy iQ. Therapy iQ may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Service, to develop, improve, or offer other Therapy iQ products or services, or to otherwise operate Therapy iQ’s business.

d. Feedback. To the extent you provide Therapy iQ with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service (collectively, “Feedback”), you hereby assign and agree to assign to Therapy iQ all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Therapy iQ will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Therapy iQ’s other technologies, products and services, without compensation or other obligation to you.

14. PRIVACY.

a. Privacy Policy and BAA. You acknowledge and agree that information collected by Therapy iQ is subject to our Privacy Policy and, with respect only to PHI, to the HIPAA Business Associates Agreement entered into between Therapy iQ and your Provider (the “BAA”). By accessing or using the Service in any manner, you represent and warrant that you consent to all actions we take with respect to such information in compliance with our Privacy Policy and, where applicable, the BAA.

b. Your Use of Personal Information. Through your use of the Service, you may be provided or receive access to the personal information of other users of the Service, including Provider personnel (“Other User Information”). You agree that you shall only access or use Other User Information exclusively for the purpose for which it was provided or made available to you. You may not disclose, sell, rent, or distribute any Other User Information to a third party for any purpose not directly related to and necessary for your use of the Service. Additionally, you may not use Other User Information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

16. DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND THERAPY IQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER THERAPY IQ NOR ANY PERSON ASSOCIATED WITH THERAPY IQ MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR OF ANY RESULTS, DATA OR OTHER OUTPUTS OBTAINED OR GENERATED THROUGH THE USE OF THE SAME. WITHOUT LIMITING THE FOREGOING, NEITHER THERAPY IQ NOR ANY PERSON ASSOCIATED WITH THERAPY IQ MAKES ANY REPRESENTATION OR WARRANTY THAT ANY RESULTS, DATA OR OTHER OUTPUTS OBTAINED OR GENERATED THROUGH THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY RESULTS, DATA OR OTHER OUTPUTS OBTAINED OR GENERATED THROUGH THE USE OF THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS OR THOSE OF ANY PROVIDER OR ANY THIRD PARTIES. YOU FURTHER UNDERSTAND AND AGREE THAT THERAPY IQ MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND SHALL HAVE NO LIABILTY TO YOU WITH RESPECT TO, ANY THIRD PARTY SERVICES OR THE ACTS OR OMMISSIONS OF THE PROVIDERS THEREOF. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS AND SUITABILITY OF THE SERVICE FOR YOUR USE. AS BETWEEN YOU AND THERAPY IQ, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF AND RELIANCE ON THE SERVICE.

WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND ACKNOWLEDGE THAT THERAPY IQ IS NOT RESPONSIBLE FOR ANY HEALTH-RELATED CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICE BY OR ON BEHALF OF PROVIDERS. ANY INFORMATION THAT THERAPY IQ ITSELF MAY PROVIDE IN CONNECTION WITH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY. SUCH INFORMATION DOES NOT REPLACE, AND IS NOT INTENDED AS A SUBSTITUTE FOR, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NOTHING PROVIDED OR MADE AVAILABLE ON OR THROUGH THE SERVICE BY THERAPY IQ IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, BEHAVIORAL HEALTH THERAPY, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

PLEASE DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER. THE SERVICE IS NOT INTENDED FOR, AND SHOULD NOT BE USED IN THE CASE OF, MEDICAL EMERGENCY NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND 911.

YOU AGREE AND ACKNOWLEDGE THAT THERAPY IQ IS NOT OBLIGATED TO, AND SHALL NOT, INDEPENDENTLY VERIFY ANY INFORMATION WITH RESPECT TO ANY PROVIDER OR PROVIDER PERSONNEL (OR INDIVIDUAL HOLDING THEMSELVES OUT AS THE SAME) THAT ACCESSES OR USES THE SERVICE IN THE CAPACITY OF A PROVIDER, INCLUDING, WITHOUT LIMITATION, SUCH INDIVIDUAL’S PROFESSIONAL PROFILE, COMPETENCY, CREDENTIALS, BACKGROUND, OR PROFICIENCY. THERAPY IQ CANNOT AND DOES NOT CONTROL THE SERVICES PERFORMED BY OR ACTIONS OF ANY PROVIDER OR ITS PERSONNEL, AND YOU AGREE AND ACKNOWLEDGE THAT THERAPY IQ IS NOT RESPONSIBLE FOR, AND SHALL NOT BE LIABLE IN ANY WAY FOR, ANY ACTS OR OMISSIONS OF ANY PROVIDER OR ITS PERSONNEL, OR ANY OTHER USER OF THE SERVICE. WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY PROVIDER, PROVIDER PERSONNEL, OR OTHER INDIVIDUAL ACCESSIBLE THROUGH THE SERVICE.

17. INDEMNITY. You agree to indemnify, defend, and hold Therapy iQ and its officers, directors, employees, agents, licensors, and service providers harmless from and against any and all claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) your access to or use of the Service, (ii) your violation of these Terms or applicable law, (iii) any claim that your User Data infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy or publicity of any third party, and (iv) any agreement, transaction, or relationship between you and any third party (including, without limitation, any Provider). Therapy iQ reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification under this Section, and in such event you agree to cooperate with Therapy iQ in defending such action.

18. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THERAPY IQ OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF THERAPY IQ IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL THERAPY IQ’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO THERAPY IQ PURSUANT TO THESE TERMS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

19. MISCELLANEOUS

a. Service Availability. You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. Therapy iQ will use commercially reasonable efforts to provide all Providers with advance notice of any such unavailability, but shall not have any liability to you or any third party for any planned or unplanned unavailability or downtime.

TiQ Holdings Inc.

5666 Seminole Blvd, Unit 146

Seminole, FL 33772

Terms of Service

Terms of Use

TERMS OF SERVICE

TERMS OF SERVICE