User Terms of Service

Welcome to the I V Y Labs, Inc. ("Ivy," "we" or "us") website located at https://www.talktoivy.com (the "Site"). Please read these Terms of Service (the "Terms") carefully because they govern your use of our Site and our platform that connects individuals who are seeking behavioral health and wellness services and advice ("Users") with behavioral health and wellness professionals ("Therapists") who provide such behavioral health and wellness services and advice ("Therapist Services"). To make these Terms easier to read, the Site and our platform and services are collectively called the "Services."

Agreement to Terms

By using our Services, you agree to be bound by these Terms and by our Privacy Policy. If you don't agree to these Terms and our Privacy Policy, you may not use the Services. To use the Ivy Pay app and payment processing services, you must first agree to the Ivy Pay Usage Terms.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Site or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you can't use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services

Eligibility

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Ivy and are not barred from using the Services under applicable law.

Registration and Your Information

If you want to access and use the Services, you'll have to create an account ("Account") via the Site. When you register for an Account, we'll ask you for certain information such as your name, email address, a description of your health and wellness goals, and other necessary information. We'll use this information to help arrange introductory calls with different Therapists.

It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your Account. You agree that you won't disclose your Account password to anyone and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, whether or not you know about them.

The Services

Through the Services, we provide a platform that will enable you to interact with Therapists, including the ability to meet, communicate and potentially select a Therapist that meets your behavioral health and wellness needs. Our Services may also include helping you arrange an introductory call with Therapists. Once you choose a Therapist, all communications, scheduling and payment arrangements are solely between you and your Therapist and will occur outside of the Services.

While Ivy presents Therapists for your selection and may request Therapists provide evidence of their qualifications and proper licensing, you assume full responsibility for your Therapist selection and for choosing a qualified Therapist. Ivy does not select, approve, or otherwise endorse any particular Therapist. Ivy makes no representation, warranty, or guarantee as to the professional ability, experience, competence, professional qualifications, certifications of any Therapist. Ivy does not guarantee that you will successfully find a suitable or competent Therapist using our Services.

We do not take part in the interaction between you and the Therapist except to arrange initial introduction calls. You understand and agree that we do not have control over the quality, timing, legality, appropriateness or any other aspect whatsoever of the services offered or actually delivered by the Therapist, nor of the integrity, responsibility or any of the actions of the Therapists. We make no representations about the suitability, reliability, timeliness, and accuracy of the services provided by Therapists and we expressly disclaim any liability that may result from the provision or use of this information. UNDER NO CIRCUMSTANCE SHALL IVY HAVE ANY LIABILITY TO YOU FOR ANY RELIANCE ON INFORMATION PROVIDED BY THE THERAPIST. SUCH RELIANCE SHALL BE SOLELY AT YOUR OWN RISK.

No Referral, Professional Services or Advice; No Doctor-Patient Relationship

Ivy is not a referral service and Ivy does not accept payments from Therapists in exchange for referrals.

Ivy provides the Services for informational purposes only. We solely provide a platform so that you may have introductory calls with Therapists. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL, PSYCHOTHERAPY, COUNSELING, MEDICAL OR HEALTH ADVICE OR OPINION OF ANY KIND AND THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE, OPINION, DIAGNOSIS OR TREATMENT OF ANY KIND. THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. YOUR USE OF THE SERVICES, INCLUDING ANY INTRODUCTORY CALLS WITH THERAPISTS, DOES NOT CREATE A DOCTOR-PATIENT OR THERAPIST-PATIENT RELATIONSHIP BETWEEN YOU AND IVY.

The Services are not intended to be used for medical emergencies. If you believe you are having a medical emergency, contemplating suicide or harming yourself or others or are otherwise in danger ("Medical Emergencies"), you must immediately call 911. You agree that you will not use Ivy for any Medical Emergencies.

We reserve the right to deny you or any User access to the Services for any reason or no reason, including if we determine, in our sole discretion, that such User has certain medical conditions, Medical Emergencies or are otherwise not suitable to access the Services.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at support@talktoivy.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use and disclose information from you, the Therapists, and other users.

Content and Content Rights

For purposes of these Terms: (i) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) "User Content" means any Content that account holders (including you or other Therapists or Users) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

Ivy does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Ivy and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Rights in User Content Granted by You

By making any User Content available through Services you hereby grant to Ivy a perpetual, non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with (a) operating and providing the Services and Content to you and to other account holders, and (b) marketing and promoting the Services. For the avoidance of doubt, this license shall survive any termination of these Terms.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Ivy on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in Content Granted by Ivy

Subject to your compliance with these Terms, Ivy grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the Content solely in connection with your permitted use of the Services.

General Prohibitions and Ivy's Enforcement Rights

You agree not to do any of the following:

Although we're not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

Term and Termination

These Terms will commence when you first use the Services and, unless terminated earlier in accordance with these Terms, will remain in force and effect for as long as you are using the Services.

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@talktoivy.com. Upon any termination, discontinuation or cancellation of Services or your Account all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty and professional/medical services disclaimers, assumption of risk and indemnity, limitations of liability, and dispute resolution provisions.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranties of revenue or any level of business

Assumption of Risk and Indemnity

YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY IVY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT, INCLUDING THE RECEIPT OF THERAPIST SERVICES FROM THERAPISTS OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.

You will defend, indemnify and hold Ivy harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your breach of these Terms; (b) your use of the Services; (c) your alleged violation of any statute, ordinance, or regulation; or (d) any action by a third party against Ivy that is based on (i) your use of the Services or the Therapist Services; or (ii) any act or omission that results in personal injury, death, or tangible or intangible property damage (including loss of use).

Limitation of Liability

NEITHER IVY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IVY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IVY EXPRESSLY DISCLAIMS LIABILITY FOR ANY MEDICAL, LEGAL AND ANY OTHER MALPRACTICE DAMAGE CLAIMS OR AWARDS, PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, MEDICAL BILLS, LOSS OF PROGRAMS ARISING FROM OR RELATED TO YOUR OR A USER'S USE OF THE SERVICES OR THERAPY SERVICES.

IN NO EVENT WILL IVY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, CONTENT, OR THERAPY SERVICES EXCEED $100.

THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IVY AND YOU.

Dispute Resolution

Agreement to Arbitrate

You and Ivy agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that you and Ivy are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Ivy otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Ivy otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Ivy submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Ivy will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Ivy will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the "Changes to Terms or Services" section above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@talktoivy.com within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Ivy's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Ivy in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

You agree that in you are an independent contractor and nothing in these Terms will be construed as establishing an employment or agency relationship between you and Ivy. You have no authority to bind Ivy by contract or otherwise.

These Terms constitute the entire and exclusive understanding and agreement between Ivy and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ivy and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Ivy's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Ivy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Ivy under these Terms, including those regarding modifications to these Terms, will be given: by Ivy (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Ivy's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ivy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Ivy at support@talktoivy.com.

Last Revised: January 1, 2018