[vc_row type=”in_container” full_screen_row_position=”middle” scene_position=”center” text_color=”dark” text_align=”left” overlay_strength=”0.3″ shape_divider_position=”bottom” bg_image_animation=”none”][vc_column column_padding=”no-extra-padding” column_padding_position=”all” background_color_opacity=”1″ background_hover_color_opacity=”1″ column_link_target=”_self” column_shadow=”none” column_border_radius=”none” width=”1/1″ tablet_width_inherit=”default” tablet_text_alignment=”default” phone_text_alignment=”default” column_border_width=”none” column_border_style=”solid” bg_image_animation=”none”][vc_column_text]Qolty Terms of Service

This document is legally binding, so you should read it in its entirety. Essentially, by using this app you agree to the following:

– Qolty can collect data from you. This includes biosensor data, answers to health related questions, and manually entered data like symptoms.

– We can summarize and de-identify the data we collect from you, so we can build a better and more helpful product. You own your identifiable personal data, but we own the anonymized or de-identified version of it.

– We can share the information we get from you with your healthcare provider (if you’ve specified one) or anyone else you’ve chosen to receive this information. Choosing the Qolty teleservices (“TS”) shall be deemed your authorization to share such information with a TS provider and/or as otherwise set forth in this Terms of Use.

– You understand and confirm that Qolty is not a licensed medical provider and does not provide medical care or emergency services, unless you choose a licensed TS provider as described below. Qolty owns this app and you have a license to use it in accordance with this Terms of Use. You must also comply with this Terms of Use regarding the TS.

– By using the TS, you give informed consent to Qolty providing you with the selected teleservices. Depending on the TS you selected, such consent involves your authorization for the selected services, including the use of certain information and records for delivering the selected service and compliance with applicable law. THIS IS VERY IMPORTANT, AS IT AFFECTS YOUR RIGHTS AND RESPONSIBILITIES UNDER CERTAIN SELECTED TELESERVICES. PLEASE READ BELOW.

IF YOU ACCESS AND/OR USE THE Qolty SOFTWARE OR ANY INCLUDED DOCUMENTATION (together the “Software”) OR ANY Qolty TELESERVICES (the “TS”), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS OF USE, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE (the “Agreement”), AND AGREE THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Qolty, INC. (“Qolty”). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD REJECT THEM BY NOT INSTALLING OR USING THE SOFTWARE (AND THEN UNINSTALLING THE SOFTWARE). References in this Agreement to “you” or “your” refer to both you and any person or entity on whose behalf you act, if any.

YOU AGREE THAT THE SOFTWARE IS NOT INTENDED TO BE USED FOR MEDICAL EMERGENCIES, SELF-DIAGNOSIS OR MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT.

1.a. Grant of License. Subject to the terms and conditions of this Agreement, Qolty hereby grants to you a personal, non-transferable, non-exclusive, revocable, royalty-free, limited license to install and use the Software on your mobile device for the purposes of inputting responses to surveys and/or participating in a study, program, treatment or services from a designated third-party or a TS provider (collectively, the “Institutional Client”) and/or tracking and analyzing your mobile interactions for purposes of monitoring, predicting, and/or reporting certain health-related factors to such Institutional Client and/or to you and/or your doctor/healthcare provider and/or to a third party you have authorized to receive it.

1.b. Teleservices. Subject to the terms and conditions of this Agreement, and as selected or used by you, Qolty hereby provides the following TS:

1. tele-coaching, which uses unlicensed personnel with graduate degrees to coach/help you clarify and understand the problem or need for change/improvement; this TS is NOT INTENDED TO, NOR DOES, PROVIDE CLINICAL COUNSELING OR THERAPY, MEDICAL ADVICE, DIAGNOSIS, OR MEDICAL TREATMENT.
2. tele-therapy, which uses licensed therapists to provide clinical counseling and/or psychotherapy to address mental, psychological, behavioral or emotional issues/conditions.

iii. tele-psychiatry, which uses licensed medical doctors specializing in psychiatry to address psychological, physical, mental, behavioral or emotional conditions.

Please note that Qolty may use social workers, nurse practitioners, or other licensed personnel to provide call-based services/teleservices as part of the TS, including without limitation medical referral or emergency call-based services.

1.c. Qolty may change or discontinue, temporarily or permanently, any feature or component of the Software and/or TS at any time without notice.

1.d. By your use of the TS, you hereby give consent to such services being provided to you.

2.a. Software Use Restrictions. You shall not sublicense, distribute, hypothecate, lease, loan or otherwise convey or transfer the Software or any portion or use thereof to anyone, and under no circumstance may you use or allow the use of the Software in any manner other than as expressly set forth above. You shall not modify the Software, incorporate the Software in whole or in part in any other product or create derivative works based on all or part of the Software. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice(s) included on or embedded in any part of the Software. You shall not use the Software in connection with a service bureau, time sharing or fee-for-service arrangement with third parties. Except to the extent permitted by applicable local law, you shall not reverse assemble, decompile or disassemble or otherwise reverse engineer any portion of the Software. If you dispose of any media embodying Software, you will ensure that you have completely erased or otherwise destroyed any Software stored on such media. YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN ACCORDANCE WITH ALL APPLICABLE INTERNATIONAL, FEDERAL, STATE AND LOCAL LAWS. The Software is available for individuals 13 years or older. If you are 13 years or older but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. You represent that you are using the Software for its intended purpose. If you are registering or using the Software on behalf of a company, healthcare institution or provider, or other organization, you represent that you have authority to enter into this Terms of Use and may bind such company, healthcare institution or provider or other organization hereunder by your actions.

2.b. TS Use Restrictions. You shall refrain from any abusive, dangerous, or threatening behavior when using the TS. You shall not violate any laws in using the TS. Qolty reserves the right to immediately terminate your access to or use of the TS if, in Qolty’s sole discretion, such behavior is exhibited or you violate or attempt to violate any laws or breach this Agreement. Qolty has the right to contact emergency services to the extent Qolty, in its sole discretion, believes that you pose an imminent threat of harm to yourself, to property or to another person.

3. Copying Restrictions.You may copy the Software onto your mobile device, and you may make one (1) copy of the Software for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Qolty on any media embodying an authorized copy of the Software originally provided by Qolty. Except as expressly described in this paragraph, you are not permitted to copy the Software.
4. Disclosure Restrictions.You acknowledge that the Software, including the source code for the Software and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of, Qolty. If you should gain access to such materials, you shall not disclose them to anyone.
5. Ownership of Software.You agree and acknowledge that (i) the Software is licensed to you, not sold, and Qolty transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, (ii) that Qolty and its licensors reserve all rights not expressly granted to you hereunder, (iii) Qolty or its licensors own the Software (including, but not by way of limitation, any code, images, algorithms, photographs, animations, video, audio, music and text incorporated in the Software), (iv) subject to your privacy rights in any personally identifying information, Qolty owns the data collected via the Software and has the right to use such data in accordance with the privacy policy available at www.Qolty.com/privacy-policy, as may be amended from time to time in Qolty’s sole discretion (the “Privacy Policy”), and (v) the Software is protected by law, including without limitation the United States copyright law and international treaties relating to protection of copyright. The Software includes, and this Agreement will cover, any versions, updates, upgrades or bug fixes for the Software provided to you.
6. User Data.(a) After installation, personal information and health information provided by you to surveys and/or a study or program conducted by Institutional Client via the Software (the “User Survey Data”) and data related to your mobile interactions which is collected using the Software (the “User Interaction Data”) will be uploaded to Qolty’s servers (collectively “Unprocessed User Data”). Such Unprocessed User Data includes, but is not limited to your submissions to surveys (and/or a study or program) and health questionnaires, biosensor data, distributions and variations in communication, mobility, interactions with others, phone usage, inferred health status for specific conditions, and alerts, location samples, accelerometer samples, smartphone actions, and smartphone screen-time related to, or resulting from, your use of the Software. (b) Subject to your privacy rights in such information, you transfer ownership of all Unprocessed User Data to Qolty. (c) You agree that User Survey Data may be provided to Institutional Client. (d) Subject to the Privacy Policy, you agree that Qolty may use Unprocessed User Data for the purposes of carrying out Qolty’s obligations and rights hereunder, including without limitation the use of Unprocessed User Data for analyzing, monitoring, predicting, and/or reporting certain health-related factors, and generating statistical information, summaries and/or reports thereof. (e) Subject to applicable law, you agree not to assert any claim, whether based on tort, contract, or other legal theory, against Qolty or its sublicensees relating to Qolty’s or its sublicensees’ use of the Unprocessed User Data in accordance with the Privacy Policy, and you hereby release Qolty and its sublicensees from any such claims.
7. Privacy Terms and Communication.(a) Qolty’s policy is to respect and protect your privacy. Qolty uses any personally identifiable information solely for the business purposes for which it was collected, in accordance with the Privacy Policy. (b) You acknowledge and agree that Qolty and/or the Institutional Client may use your personally identifying information for the applicable study or program deployment, surveys and/or your care by the Institutional Client and/or healthcare provider. Subject to applicable law, Qolty will use commercially reasonable efforts to remove your personally identifying information and Unprocessed User Data from Qolty’s servers upon your written request; provided however, we only have the ability to remove such data from our own servers and not those of the Institutional Client or your healthcare provider. (c) In accordance with the Privacy Policy, Qolty has the right to maintain, use and share the data/information collected by the Software in anonymized or de-identified form at any time (including following such request, or following the termination of this Agreement). (d) Before installing or using the Software, you should carefully review the Privacy Policy, which is incorporated herein by reference. (e) Your installation or use of the Software or TS shall be deemed your acceptance of the Privacy Policy, as it may be amended from time to time. (f) Email and text messaging allows healthcare providers to exchange information efficiently for the benefit of users/patients. At the same time, we recognize that email and text messaging are not a completely secure means of communication because these messages can be addressed to the wrong person or accessed improperly while in storage or during transmission. Your use of the TS or the Software means that you agree and consent to the use of email and/or text messaging as an acceptable form of communication. Also, we reserve the right to use third parties to provide or support our Software and/or TS. These third parties are used to provide a more efficient service to users/patients. Such third parties have their own policies and procedures around information security. Your use of the TS or the Software means that you agree and consent to the security and privacy policies of such third parties.
8. Login Information and Access.Qolty may issue to you, or prompt you to provide, a username/password for login to download, access and use the Software. Qolty will protect as confidential any personally identifying information that you may provide to complete the applicable online forms to establish your username/password or account with Qolty (“Account Data”), which Account Data shall continue to be owned by you. You agree to provide, maintain and update true, accurate, current and complete Account Data, and represent that you will not misrepresent your identity or your affiliation with any person or entity. Qolty reserves the right to authenticate any information you provide. You shall be responsible for all use and access of the Software by means of usernames/passwords issued to you. You will notify Qolty promptly of any unauthorized use of your username/password or account or any other known or suspected breach of security, or other occurrence requiring username/password or account cancellations or changes. Qolty cannot and does not assume any responsibility or liability for any information submitted by someone who has fraudulently accessed your account or for any third party’s fraudulent use or misuse of information submitted by you.
9. Feedback.Qolty may ask for your feedback regarding your use and evaluation of the Software, including, without limitation, any problems encountered in the Software or TS (the “Evaluation Data”). If such Evaluation Data is provided to Qolty, it will be deemed and remain the sole property of Qolty, and will not be subject to any obligation of confidence on the part of Qolty. Additionally, Qolty shall have all ownership, right, title and interest in and to the Evaluation Data and any and all intellectual property and proprietary rights thereto and therein. You hereby transfer and assign to Qolty any and all intellectual property rights you may have in and to the Evaluation Data and agree to cooperate with Qolty to perfect Qolty’s sole and exclusive ownership in and title to the Evaluation Data. Complaints can be directed to Qolty at the contact information listed below or on our website: www.Qolty.com
10. Transfer Restrictions.You may not sublicense, delegate, assign or otherwise transfer this Agreement, the license granted herein, or any other of your rights or obligations under this Agreement, in whole or in part.
11. Export Restrictions.You may not export or re-export any Software except in full compliance with all United States laws and regulations, executive orders and the like, including in particular the Export Administration Regulations of the U.S. Department of Commerce.
12. Breach and Termination.With our without notice, Qolty, in its sole discretion, has the right at any time to suspend or terminate your access to or use of the Software (and terminate this Agreement) and/or TS, if you are in breach of this Agreement or using the Software or TS in a manner that impairs the operation of the Software or TS, causes or threatens to cause harm to Qolty’s systems, servers, other users of the Software or TS, that violates the Privacy Policy, that violates the law, or is otherwise harmful to Qolty, to others, or to Qolty’s intellectual property, brand or good-will.
13. Enforcement of Terms; Effect of Termination.If you fail to fulfill any of your obligations under this Agreement, Qolty and/or its licensors may pursue all available legal remedies available to them. You agree that Qolty’s licensors are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. Sections 2-5, 6(b) through 6(e), 7(b), 7(c), 9, 10, 11,13, 15 through 25 shall survive any termination or expiration of this Agreement. Upon any termination of this Agreement, your license to use the Software shall terminate and you shall promptly uninstall and remove the Software from the mobile device on which it was installed (and promptly uninstall, delete or destroy your authorized backup or archival copy).
14. U.S. Government Users.(a) If the Software is acquired by or on behalf of civilian agencies of the U.S Government, then, pursuant to FAR Section 12.212 and its successors (48 C.F.R. 12.212), the Government’s right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement. If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DoD), then, pursuant to DoD FAR Supplement Section 227.7202 and its successors (48 C.F.R. 227.7202) the Government’s right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement. (b) Pursuant to the foregoing, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by Qolty for end user licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government as permitted by applicable law. The contractor/manufacturer is Qolty, Inc.
15. Assumption of Risk.The Software is designed to provide a designated third-party with health-related information based on your inputs to surveys and mobile interactions, as such interactions are catalogued via your mobile device. The Software and any related data supplied to you by Qolty is not a source of information, and does not provide medical advice. By granting you the right to use the Software, Qolty does not assume any obligation or liability with respect to your health or your physical activity or condition. In no event shall Qolty be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Software or any activity you undertake in connection with your use of the Software. As between you and Qolty, you are solely responsible for your use of the Software and your health and medical condition and treatment related thereto. Qolty shall have no liability for any unauthorized disclosure of your personally identifiable information due to your actions or omissions or that of your healthcare provider.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT UNDER TELESERVICES, YOU AGREE THAT: (i) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT OR EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL 911 IMMEDIATELY; (ii) Qolty DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS AND IS NOT A HEALTHCARE PROVIDER OR A REFERRAL TO HEALTHCARE PROVIDERS; (iii) YOU WILL NOT LEAVE ANY MESSAGES WITH, OR SEND ANY EMAILS TO, Qolty WITH RESPECT TO YOUR MEDICAL CONDITION, AS Qolty IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES, AND CANNOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (iv) DATA PROVIDED BY Qolty THROUGH THE SOFTWARE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (v) Qolty IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; (vi) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION; (vii) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE SOFTWARE; (viii) Qolty HAS NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE SOFTWARE; AND, (ix) Qolty IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR IS GENERATED BY THE SOFTWARE.

If you do not agree to the disclaimer below, stop now and do not use the application or our telecoaching services.

In connection with your use of the app and the tele-coaching TS, you’ll work with a coach who will provide personal support, encouragement and motivation. The coaches do not provide medical advice. The coaches do not provide professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the coaches or the application should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your health care professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our mobile application or received from us. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other health care professional. The information provided in or through the app, the website or the coaches, is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your own doctor/physician, nurse, or any other medical, clinical or healthcare professional.

You agree that Qolty shall not be liable to you or to any third party for any unavailability, modification, suspension or discontinuance of any feature or component of the Software or TS.

To the extent Qolty provides information from, or links or references to, websites operated by third parties, Qolty does not monitor or investigate such websites and we are not responsible for the content, functionality, or practices of such websites. Inclusion of links to third party websites does not imply approval or endorsement of the linked website by us. If you decide to access these third party websites, you do so at your own risk. You agree that Qolty has no liability for any damage or loss of any type that is a result of your use of a third party website.

16. Disclaimer of Warranty.Qolty PROVIDES THE SOFTWARE TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; AND, Qolty HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES. Qolty MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO-DATE. Qolty MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OF THE SOFTWARE, THE RESULTS THEREFROM, OR THE USE OF ANY DATA (INCLUDIING WITHOUT LIMITATION DATA PRODUCED BY THE SOFTWARE) OR INTERACTIONS OF ANY USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY Qolty EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. Qolty’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. Qolty DOES NOT WARRANT THAT THE SOFTWARE, OR ACCESS THERETO OR USE THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL MEET ANY END USER’S REQUIREMENTS OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY STANDARDS. Qolty DOES NOT WARRANT THAT ANY FUNCTIONALITY, INCLUDING WITHOUT LIMITATION ANY SECURITY MEASURE OR SECURITY FEATURE, PROVIDED HEREUNDER WILL BE ERROR-FREE, UNBREAKABLE, UNBREACHABLE, VIRUS FREE, OR INVIOLATE; AND, END USERS ASSUME THE ENTIRE RISK (AND ARE SOLELY RESPONSIBLE) THAT, NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY Qolty OR ITS LICENSORS HEREUNDER, THE SOFTWARE AND/OR THE DATA PROCESSED THEREBY MAY BE CORRUPTED, COMPROMISED, INACCESSIBLE OR LOST. THE SOFTWARE IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Qolty SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
17. Limitation of Liability; Indemnification.IN NO EVENT SHALL Qolty OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT Qolty HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY THEORY BASED IN TORT, CONTRACT OR OTHERWISE). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WITH THE EXCEPTION OF CLAIMS ARISING FROM Qolty’S BREACH OF THE PRIVACY POLICY (FOR WHICH DAMAGES ARE LIMITED TO THE COST OF REQUIRED NOTICES UNDER APPLICABLE LAW AND ANY ADDITIONAL COSTS INCURRED BY YOU UP TO A MAXIMUM OF $1,000 IN THE AGGREGATE), Qolty’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT YOU PAID TO INSTALL THE SOFTWARE OR US $100, WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

Upon request by us, you agree to defend, indemnify and hold Qolty and its partners, affiliates, Use providers, licensors, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your violation of this Agreement; or (b) your violation of any intellectual property or other third party rights or any applicable law in connection with your use of the Software. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us.

18. Notices.

Notices to you hereunder shall be sent to the address provided by you when you registered to download and install the Software.

Each party may change such address upon written notice to the other party.

19. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby consent to, and hereby agree to submit to, the exclusive jurisdiction and venue in the state courts in San Francisco, CA or any federal court located therein. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys’ fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained. In the event of a breach, or threatened breach, of this Agreement by you which may harm the intellectual property or proprietary rights of Qolty (or its licensors/suppliers), the parties agree that (i) Qolty may suffer irreparable harm for which monetary damages may be insufficient as a remedy, (ii) Qolty shall be entitled to seek injunctive or other equitable relief, (iii) no bond or surety shall be required to be posted for such relief, and (iv) such relief shall be in addition to any and all other remedies in law or in equity to which Qolty may be entitled. The parties shall seek resolution through binding arbitration using a single arbitrator and the rules promulgated by the American Arbitration Association. The decision of the arbitrator shall be binding on the parties and may be entered into a court of competent jurisdiction. All such arbitration shall be conducted in the jurisdiction set forth above.
20. Complete Agreement; Waiver; Severability.This Agreement contains the complete and entire agreement and understanding of the parties regarding the subject matter hereof, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Qolty relating to the Software or the terms of its license to you. In the event any term of this Agreement is held by a court of competent jurisdiction to be unenforceable, such unenforceability shall not affect the remaining terms of this Agreement in such jurisdiction or render unenforceable or invalidate such terms and provisions of this Agreement in other jurisdictions. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall survive and be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Qolty’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless such waiver is in writing and signed by Qolty.

21.a. INFORMED CONSENT. IF YOU USE THE TELE-THERAPY OR TELE-PSYCHIATRY SERVICES, YOUR USE OF THOSE SERVICES MUST BE THROUGH INFORMED CONSENT, WHICH YOU MUST GIVE THROUGH THE SOFTWARE OR THROUGH ANOTHER MEANS PROVIDED BY Qolty. INFORMED CONSENT MEANS YOU CONSENT TO THE FOLLOWING:

Informed Consent for Telemedicine Services

Telemedicine involves the use of electronic communications to enable healthcare providers at different locations to share individual patient medical information for the purpose of improving patient care. Providers may include primary care practitioners, specialists, and/or subspecialists. The information may be used for diagnosis, therapy, follow-up and/or education, and may include any of the following:

– Patient medical records

– Output data from biosensors

– Electronic systems used will incorporate network and software security protocols to protect the confidentiality of patient identification and imaging data and will include measures to safeguard the data and to ensure its integrity against intentional or unintentional corruption.

Expected Benefits:

– Improved access to medical care by enabling a patient to remain at a remote site while the physician or healthcare provider consults from a distant/other sites.

– More efficient medical evaluation and management.

– Obtaining expertise of a distant specialist.

Possible Risks: As with any medical procedure, there are potential risks associated with the use of telemedicine. These risks include, but may not be limited to:

– In rare cases, information transmitted may not be sufficient to allow for appropriate medical decision making by the physician and consultant(s);

– Delays in medical evaluation and treatment could occur due to deficiencies or failures of the equipment;

– In rare instances, security protocols could fail, causing a breach of privacy of personal medical information;

– In rare cases, a lack of access to complete medical records may result in adverse drug interactions or allergic reactions or other judgment errors;

You hereby agree to the following:

I understand that the laws that protect privacy and the confidentiality of medical information also apply to telemedicine, and that no information obtained in the use of telemedicine which identifies me will be disclosed to researchers or other entities without my consent.

I understand that I have the right to withhold or withdraw my consent to the use of telemedicine in the course of my care at any time, without affecting my right to future care or treatment.

I understand that I have the right to inspect all information obtained and recorded in the course of a telemedicine interaction, and may receive copies of this information for a reasonable fee.

I understand that a variety of alternative methods of medical care may be available to me, and that I may choose one or more of these at any time. My teleservices healthcare provider has explained the alternatives to my satisfaction.

I understand that telemedicine may involve electronic communication of my personal medical information to other medical or healthcare practitioners who may be located in other areas, including out of state.

I understand that it is my duty to inform my teleservices healthcare provider of electronic interactions regarding my care that I may have with other healthcare providers.

I understand that I may expect the anticipated benefits from the use of telemedicine in my care, but that no results can be guaranteed or assured.

I have read and understand the information provided above regarding telemedicine, have discussed it with my physician or such assistants as may be designated, and all of my questions have been answered to my satisfaction. I hereby give my informed consent for the use of telemedicine in my medical care.

I hereby authorize the selected teleservices healthcare provider to use telemedicine in the course of my diagnosis and treatment.

I understand that have the opportunity to receive a copy of this consent form.

21.b. Consent to Electronic Contracting. You agree that execution of this Agreement may occur by your manifesting your acceptance of it when you installed or used the Software, and that no signature on a paper copy of this Agreement is required in order to form a binding contract.

22. Force Majeure.Qolty shall not be liable for failure to perform any of its obligations hereunder, or under the Privacy Policy, during any period in which such performance is delayed or impracticable due to circumstances beyond Qolty’s reasonable control, including without limitation earthquakes, fire, flood, war, embargo, strike (other than Qolty’s employees), riot, civil unrest, inability to secure materials, transportation, or power/utilities, intervention of any governmental authority, or acts of God/nature.
23. No Joint Venture; Independent Contractors.The parties will at all times be independent contractors and will so represent themselves to all third parties. Neither party has granted to the other the right to bind it in any manner whatsoever and nothing herein will be deemed to constitute either party the agent or legal representative of the other nor to constitute the parties as joint venturers.
24. Assignment.Any attempted assignment, sublicense, transfer, encumbrance of this Agreement (or of any of your rights or obligations herein) by you shall be void and shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of Qolty’s successors and assigns.
25. Modifications to this Agreement We may make changes to this Agreement from time to time.A link to the most current Terms of Use that will govern your use of the Software will be available on the Qolty website and we will indicate the date of the latest update at the bottom of the posted Agreement. We may also place a special notice on the website or communicate significant changes by email. Your continued use of the Software following the posting of such changes constitutes your acceptance of the amended Agreement.
26. Payment.It is your responsibility to know if your health insurance coverage includes telemedicine or any of the selected TS. Payment is required and due at the time of service. Qolty is not responsible for the patient being reimbursed by their insurance. Payment is due and payable regardless of insurance or reimbursement.

*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***

Latest Update: January 1, 2019.[/vc_column_text][/vc_column][/vc_row]