PRACTITIONER TERMS OF SERVICE

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MINDYRA TERMS AND CONDITIONS OF USE FOR HEALTH CARE PROVIDERS AND THEIR DESIGNEES

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Overview

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The following Terms and Conditions of Use (“Terms”) are applicable to all health care providers and their designees, including physicians, therapists and medical assistants, who access and use Mindyra’s website, platform, or services (together, the “Services”).

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Mindyra is a care management analytics company that provides behavioral care clinical support solutions. Mindyra DOES NOT directly offer therapy or medical services and does not sell therapy or medical services. Before registering or using any service on Mindyra’s website, please read these Terms carefully. These Terms constitute a legal agreement between the user and Mindyra.

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The following Terms may be updated or changed from time to time. Updates to the Terms become effective once posted on the website. Accordingly, you should check the website frequently for any changes to these Terms. Your continued use of this website or any of the services provided by Mindyra constitutes your acceptance of such changes to the Terms.

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LAST UPDATE: July 1, 2020

Terms and Conditions of Use

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Use of Website

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The content of Mindyra’s Services includes: designs, graphics, images, logos, icons, video, audio, information, text, software, computer code, and other Mindyra content.
When you access, view, or otherwise use any content available through Mindyra’s Services, you unconditionally accept these Terms. If you do not agree to the Terms, you should not access Mindyra’s Services.
As a condition of your use of Mindyra’s Services, you confirm that you are a licensed provider or a designee of a licensed provider specifically authorized to assist patients with the use of Mindyra’s Services.
Mindyra’s Services are not to be used for persons with life threatening or emergency medical conditions. In the event of a patient emergency, do not delay in providing emergency medical care to, or seeking emergency medical care for, your patient via 911 and/or an emergency room as appropriate in your clinical judgment.
Mindyra’s Services are not medical advice. Please see “Disclaimers” below.
While Mindyra operates a HIPAA-compliant platform, you agree that you are responsible for compliance with and must follow any and all applicable state and federal laws and regulations regarding the privacy of your patients’ information when utilizing Mindyra’s Services. Without limiting the foregoing, you agree to safeguard any and all devices used by you for purposes of accessing Mindyra’s Services.
You agree that you will never use or access Mindyra’s Services for other than your clinical purposes or commercial purposes related to the provision of such clinical care. You are solely responsible for any actions you take while using Mindyra’s Services or the information contained within Mindyra’s Services.
Please refer to our Privacy Policy for information on how Mindyra collects and uses personal information about its users. By accepting these Terms, you acknowledge that you understand, have read, and agree to the provisions outlined in the Privacy Policy, which is made a part of these Terms by reference.
By using Mindyra’s Services you agree that the information that you provide shall not knowingly and intentionally: (a) be false, inaccurate or misleading; (b) violate the rights of any third party, including without limitation privacy and proprietary rights; (c) be fraudulent; (d) violate any law, statute, ordinance or regulation; (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information; or (g) create liability for Mindyra.
By using this website, Mindyra grants you a license and the ability to view the content contained within. This license is granted to you and cannot be transferred to someone else. It is also nonexclusive and revocable, meaning we also grant licenses to others, and we can revoke the license at any time after granting it. Mindyra otherwise maintains all right, title and interest in its website and the content contained herein, including any and all intellectual property rights associated with the content; provided, however, that the content on Mindyra’s website may include content, including software, proprietary processes and procedures and data or other components, licensed by Mindyra from third parties.
You agree that you shall not (i) use any device, program or method to interfere or to try to interfere with Mindyra’s website; (ii) try to disrupt the integrity of the website or (iii) use or alter the Services in any way that would negatively affect the website and/or its availability to other users.

You shall not: (a) use or allow any third party to use Mindyra’s Services other than as expressly permitted in these Terms; (b) attempt or allow any third party to attempt to reverse engineer, copy, decompile, or disassemble any Mindyra or Mindyra-licensed software, processes or work-flow, including but not limited to the Mindyra tests and procedures; (c) sell, sublicense, share, or otherwise transfer any part of Mindyra’s Services, software, website, content or materials, or use any of the foregoing for any purpose other than general information for yourself or your family; or (d) use Mindyra’s Services, software, website or materials in any way that infringes or violates any copyright or other proprietary interests of Mindyra or Mindyra’s licensors or violates any applicable law or regulation.
Mindyra’s Services and its content may only be used by those who are not competitors of Mindyra.
Mindyra has the right, but not the obligation, to decide whether to post any testimonials, provided by users to Mindyra, on the website. Mindyra does not check or review every testimonial, and is not responsible for screening, monitoring or editing any testimonial posted on the website. Further, Mindyra disclaims any and all liability relating to the substance of any testimonial arising under any law.
At all times when using Mindyra’s Services, you shall comply with all applicable laws, statutes, ordinances and regulations.

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Intellectual Property

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You affirm that all content appearing on this website, including but not limited to, the assessment and related tests and services offered by Mindyra, is the property of Mindyra and protected by the relevant laws, unless otherwise noted. The reproduction and/or distribution of this content without express permission from Mindyra is prohibited. Any reproduction and/or distribution of the content should make clear that the content is the property of Mindyra. Reproduction or storage of materials retrieved from this website is subject to the U.S. Copyright Act of 1976, Title 17 U.S.C. If you believe this website infringes on an existing copyright, you should notify our Designated Agent [pursuant to Title 17, United States Code, Section 512(c)(2)].

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Notification must be submitted to the following Designated Agent:

Mindyra Health Corporation

6 Thorndal Circle

Darien, Connecticut 06820

Attn: William R. Battey, Jr.

bill.battey@mindyra.com

To be effective, the notification must be in writing and include the following:

A physical or electronic signature of the owner – or person authorized to act on behalf of the owner - of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed. A single notification can cover multiple copyrighted works at a single online website but it must include a representative list of such works at that website;
Identification of the material that is claimed to be infringing, or is the subject of infringing activity. This is the information the notification seeks to have removed or have the access to disabled. The information identified must be reasonably sufficient to permit the service provider to locate it on the website;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, a telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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Mindyra owns all the rights and interests in its trademarks used in connection with its websites and services, including but not limited to the marks “MINDYRA”, “KNOW WHERE TO TURN”, the “Compass design”. The absence of an explicit reference in these Terms to a word or design in use as a trademark or service mark by Mindyra is not a waiver of any intellectual property rights and interests held by Mindyra in those words or designs.

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The Mindyra trademarks may not be used without express permission by Mindyra. Any use of the Mindyra trademarks should make clear that the trademarks are owned by Mindyra and the associated goods or services are provided by Mindyra. The Mindyra trademarks should also always be used as an adjective to indicate the source of a good or service (for example, “the Mindyra app”) rather than as a noun for the goods and services themselves, or as a verb referring to the actions performed by the goods and services. A “TM”, “SM”, or ®, as applicable, should always be included adjacent to any Mindyra trademark when in use.

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Breach of Terms and Conditions of Use

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In the event you breach any of these Terms or any document they incorporate by reference or if Mindyra believes your action may cause legal liability for you, our users, or us, Mindyra may take any of the following actions, without limiting any other remedy available to it, to deal with your breach: immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to Mindyra’s website and/or refuse to provide any services to you.

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Disclaimers/Not Medical Advice

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The information available through the Services is not medical advice and is not intended as a substitute for medical treatment or advice from a licensed medical professional. This information is intended only for licensed medical professionals’ convenience and informational purposes. No medical professional should rely solely on information contained in the Services, including but not limited to any pharmacological or treatment plans, to render a diagnosis or select a course of treatment. While the information contained within Mindyra’s Services acts as an information tool available to licensed medical professionals, any diagnosis, treatment plan and/or other medical advice must be rendered by a provider who has a treatment relationship with the patient. Thus, as a licensed medical professional, you assume all risks associated with using Mindyra’s Services.
You acknowledge that any information you derive from your patient’s use of interactive components of the Services will depend on the information that your patient provides either by direct entry him/herself or through entry aided by you. You also acknowledge that information provided by Mindyra is similar information to that of a textbook or other health resource. Mindyra accepts no responsibility for the correctness of any diagnosis based in whole or in part upon the use of the Services. You hereby release Mindyra from any and all obligations or liability associated with your provision of medical advice or treatment via Mindyra’s Services. You further agree to indemnify, defend and hold harmless Mindyra from any and all liabilities, losses, costs or damages (including, without limitation, attorneys’ fees) in connection with, arising out of or related to your use of Mindyra’s website, contact information, email or other services.
Mindyra makes no representation or warranty as to the content of any diagnosis or treatment from any licensed or unlicensed medical, mental health or other professional who utilizes Mindyra’s Services in connection with his or her diagnosis and/or treatment of any individual.
Mindyra’s website may provide links to third party sites within our content and through outside advertisers. Mindyra is not responsible for and does not endorse or recommend any of the content on these websites. Be aware that our policies and Terms which govern the use of Mindyra’s Services do not govern these outside third parties.

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Communications with Mindyra

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Mindyra takes the confidentiality of your information and your patients’ seriously. While we have taken steps to ensure that our platform is secure, it is advisable that you take precaution when you communicate with us, especially in regard to confidential or sensitive information. In addition, we cannot guarantee the confidentiality of any message you send via email, outside of our platform. Mindyra expressly disclaims any liability for damages that results from any communication or message sent to Mindyra that is intercepted or compromised by a third party.

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As-Is

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MINDYRA PROVIDES ALL CONTENT ON THIS WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MINDYRA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE WARRANTIES INCLUDE, BUT ARE NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
MINDYRA’S GOAL IS TO PROVIDE ACCURATE, UP-TO-DATE INFORMATION AND EASY-TO-USE SERVICES. HOWEVER, WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH ITS SERVICES. WE ALSO DO NOT WARRANT THAT THE SERVICESWILL ALWAYS FUNCTION PROPERLY OR THAT THEY WILL ALWAYS BE AVAILABLE FOR USE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SERVICES IS FREE FROM VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE. FURTHERMORE, MINDYRA MAKES NO WARRANTY THAT ANY DEFECTS, ERRORS OR INACCURACIES, WHETHER KNOWN OR UNKNOWN, WILL BE CORRECTED, OR THAT THE SERVICES WILL BE VIRUS-FREE.
PLEASE NOTE THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

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Limitation of Liability

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MINDYRA IS NOT AND WILL NOT BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE, OR INABILITY TO USE, THE SERVICES. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, PROFESSIONAL LIABILITY AND ANY OTHER LEGAL THEORY AND COVERS ALL LOSSES. THESE MAY INCLUDE BUT ARE NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE - OR INABILITY TO USE - THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO STOP USING IT. MINDYRA SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY AND IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE GREATER OF (i) THE AMOUNT OF FEES YOU HAVE PAID TO US FOR USE OF THE SERVICES DURING THE THIRTY (30) DAYS IMMEDIATELY PRIOR TO THE DAMAGE OR (ii) TEN DOLLARS ($10.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS OR CONDITIONS OF USE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE EVENT UNDERLYING THE CAUSE OF ACTION HAS OCCURRED. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS AND CONDITIONS OF USE AND YOUR USE OF THE SERVICES. IN JURISDICTIONS THAT RESTRICT LIMITATION OF LIABILITY PROVISIONS, MINDYRA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE FEES (OR LACK THEREOF) CHARGED FOR ACCESS TO THE SERVICES AVAILABLE THROUGH THE WEBSITE HAVE BEEN CALCULATED BASED ON THESE LIMITATIONS.

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Governing Law/Waiver of Jury Trial

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These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. You consent to the jurisdiction of the state and federal courts located within the State of Delaware and waive all objections to such jurisdiction and venue. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT BROUGHT BY ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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Severability

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If any provision of these Terms is found to be invalid, illegal or unenforceable for whatever reason, such provision shall be fully severable and the other remaining provisions shall remain in full force and effect, and shall be construed as if the illegal, invalid or unenforceable provision never existed. Furthermore, in lieu of such invalid, illegal or unenforceable provision there shall be added automatically in its place a provision as similar in its terms and intent as may be possible in order to be legal, valid or enforceable.

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