Terms of Service

Please read these Terms of Use (“Terms”) carefully before using the Resiliens Service. These Terms include Resiliens’s Privacy Policy, which is incorporated by reference into these Terms.

I. Introduction and Eligibility

Binding Agreement. These Terms constitute a binding agreement between you and Resiliens, Inc. and its affiliates and subsidiaries (collectively “Resiliens,” “we,” “us”). “You” and “users” shall mean all visitors to the Resiliens Service, including individuals, clinicians, and clinicians’ organization users. You accept these Terms each time you access the Resiliens Service. If you do not accept these Terms, you must not use the Resiliens Service.

Revisions to Terms. From time to time, we may change, modify, add, or remove portions of the Terms, and reserve the right to do so in our sole discretion. If we modify the Terms, we will make them available through the Resiliens Service, and indicate the date of the latest revision. All amended Terms automatically take effect 30 days after they are made available through the Resiliens Service, except that (i) disputes between you and Resiliens will be governed by the version of the Terms that was in effect on the date the dispute arose and (ii) if you do not agree with any changes to the Terms, you may terminate these Terms by ceasing use of the Resiliens Service.

Certain Definitions:

• “Post” and “posting” mean the act of submitting, uploading, publishing, displaying, or similar action on the Resiliens Service.
• “Health-Related Information” means all individually identifiable health information, including demographic information and information related to an individual’s physical or mental health, the provision of health care to the individual, or the individual’s payment for the provision of health care.
• “Clinician” means a treatment professional with whom an individual has a patient-provider relationship outside of the Resiliens Service. Clinicians are not employees, independent contractors, or agents of Resiliens.

II. The Resiliens Service

The “Resiliens Service” means the websites located at resiliens.com and any mobile application or Internet services under Resiliens’s control, whether partial or otherwise, in connection with providing its services. The Resiliens Service provides a web and mobile platform for mental health education and management so that individuals and clinicians can record and evaluate recovery goals and progress.

Informational Purposes Only

You acknowledge that all of the information and content on the Resiliens Service not provided by clinicians is provided “as is” for informational purposes only. Resiliens does not give medical, legal, or psychological advice, diagnoses, or treatment. The Resiliens Service may provide helpful Health-Related Information, but it is not intended to substitute for professional advice, diagnoses, or treatment, or your judgment. You assume full risk and responsibility for the use of or reliance on information you obtain from or through the Resiliens Service or from Resiliens.

Information from Clinicians

You may be able to communicate with your clinician and your clinician’s organization through the Resiliens Service. Such information is Health-Related Information and treated as discussed in these Terms and our Privacy Policy. You agree that Resiliens is not responsible for what a clinician or clinician’s organization may do with information you provide to the clinician or clinician’s organization. We make no representations concerning the completeness, accuracy, or utility of any information provided by a clinician through the Resiliens Service, or concerning the identity, qualifications, or competence of the individuals who posted it.

Confidential Patient-Provider Communications

The Resiliens Service provides a service to allow individuals to post Health-Related Information and transmit it to clinicians and clinician’s organizations. Clinicians, clinicians’ organizations, and those acting on their behalf, agree to treat the information they obtain through the Resiliens Service as confidential patient-provider communications. Moreover, clinicians, clinicians’ organizations, and those acting on their behalf, agree to treat such information in conformance with the clinicians’ and clinicians’ organizations’ own policies and applicable law related to confidential patient-provider communications and Health-Related Information.

No Patient or Client Relationship with Resiliens

Your use of Resiliens Service does not create a patient or client relationship with Resiliens. You should consult with qualified health professionals who are familiar with your individual medical needs concerning your specific medical issues. Never disregard professional advice or delay in seeking it because of information you read on the Resiliens Service. If you think you may have a medical emergency, call your doctor or 911 immediately. We do not recommend or endorse any provider of health care or health-related products, tests, opinions, procedures, items, or services.

III. Health-Related Information Practices

HIPAA Authorization to Clinicians Upon Request. Upon our request, you agree to provide Resiliens with a written or electronically signed authorization to release any Protected Health Information (as that term is defined in HIPAA) that you have posted to the Resiliens Service, so that we may electronically deliver or make such information available to clinicians and their organizations through the Resiliens Service in accordance with such authorization.

Data Transfers at Your Request. We do not transfer Health-Related Information to third parties, other than clinicians and their organizations, our vendors and suppliers, and as otherwise required by applicable law. We may transfer Health-Related Information to third parties, including health plans, health-care clearinghouse, and others upon your request and the request of authorized individuals involved in your care. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and disclose the information.

Access, Amendment, and Accountings. We will facilitate any clinician’s requirements under the Privacy Rule to give patients access and the ability to amend Health-Related Information posted to the Resiliens Service. We may also facilitate an accounting of disclosures as required by the Privacy Rule.

Appropriate Safeguards. We will use appropriate administrative, physical, and technical safeguards to prevent use or disclosure of Health-Related Information other than as provided for by these Terms, including safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information.

Security Incident. We will report to clinicians any discovered use or disclosure of Health-Related Information not provided for by these Terms, or when we determine that unauthorized access to Health-Related Information has occurred. We will cooperate reasonably with clinicians to investigate and mitigate any such breach and provide clinicians with the necessary information to make any legally required notification to individuals.

Termination. At the termination of these Terms, at your request, we will provide you with a copy of Health-Related Information in an electronic form that is accessible through commercially available hardware and software. If feasible, we will also return or destroy all Health-Related Information you post to the Resiliens Service. If such return or destruction is not feasible, we will continue to abide by these Terms with respect to such information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.

IV. Eligibility to Use the Resiliens Service

You must be over 18 years old or have the permission of a parent or guardian to use the Resiliens Service. You may not use the Resiliens Service if you are under 13 years old.

Children. No part of the Resiliens Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE RESILIENS SERVICE AT ANY TIME OR IN ANY MANNER. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Resiliens Service.

Agent of a Company, Entity, or Organization. If you are using the Resiliens Service on behalf of a clinician, company, entity, or organization (collectively “Organization”), then you represent and warrant that you: (1) are an authorized representative of that Organization; (2) have the authority to bind that Organization to these Terms; and (3) agree to be bound by these Terms on behalf of that Organization.

V. Your Account

You are responsible for any activity resulting from the use of your log-in credentials on the Resiliens Service. You represent and warrant that the information you provide to Resiliens will be true, accurate, current, and complete.

Your Log-In Credentials. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Resiliens Service and to preserve the confidentiality of your username and password, and any device that you use to access the Resiliens Service.

You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Resiliens by e-mail to info@resiliens.com. You will be solely responsible for the losses incurred by Resiliens and others due to any unauthorized use of your account.

VI. Communications

Resiliens may communicate with you by email or posting notice on the Resiliens Service. You agree to receive email from us at the email address you provided to us for customer service-related purposes.

VII. Content Ownership and Use

The contents of the Resiliens Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Resiliens content (collectively, “Resiliens Content”). All Resiliens Content and the compilation of all Resiliens Content are the property of Resiliens or its licensors and are protected under copyright, trademark, and other laws.

License to You. We authorize you, subject to these Terms, to access and use the Resiliens Service and the Resiliens Content solely for the personal, non-commercial use of the Resiliens Service, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Resiliens Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited.

Resiliens Marks. Resiliens, the Resiliens logo, and other Resiliens logos and product and service names are or may be trademarks of Resiliens (the “Resiliens Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Resiliens Marks.

VIII. Intellectual Property Rights

Resiliens Claims No Ownership. The Resiliens Service may provide you with the ability to create, post, or share content (“Your User Content”). Resiliens claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Resiliens Service. You are responsible for protecting those rights.

Resiliens’s Use of Posted Content. By creating, posting, or sharing Your User Content on or through the Resiliens Service, and subject to Resiliens’s Privacy Policy, you grant Resiliens a world-wide, non-exclusive, sub-licensable, royalty-free, transferable license to reproduce, distribute, publicly display, publicly perform, create derivative works of, and otherwise use, modify, and exploit Your User Content for the purposes of providing the Resiliens Service. This license will continue when you stop using the Resiliens Service. Resiliens reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion.

Clinicians’ Use of Posted Content. You may choose to make available Your User Content, including Health-Related Information, to clinicians and clinicians’ organizations. By doing so, you grant the clinician and clinicians’ organization a non-exclusive license to access or otherwise use Your User Content for medical diagnosis, treatment, and reporting purposes. Once Your User Content is made available to a clinician or clinician’s organization, this license survives even when you delete Your User Content from the Resiliens Service or remove your link to the clinician or clinician’s organization.

You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Resiliens Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content does not result in a breach of contract between you and a third party.

IX. Copyright Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Resiliens Service infringe your copyright, you (or your agent) may send Resiliens a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work alleged to have been infringed;
3. Identification of the specific material alleged to be infringing, and information reasonably sufficient to allow Resiliens to locate the material;
4. Your name, address, telephone number, and email address;
5. A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
6. 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 copyright owner.

We may terminate the accounts of users who repeatedly infringe copyright holders’ copyrights. Notices and counter-notices should be sent to info@resiliens.com.

X. Suggestions and Submissions

If you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall: (1) own, exclusively, all now known or later discovered rights to the creative ideas; (2) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and (3) be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

XI. User Content Disclaimers, Limitations, and Prohibitions

We do not represent or guarantee the truthfulness, accuracy, or reliability of content posted by users, including clinicians (“User Content”). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk.

You agree to use the Resiliens Service only for its intended purpose. You must use the Resiliens Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. You may not:

1. Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Resiliens Service, user accounts, or the technology and equipment supporting the Resiliens Service;
2. Frame or link to the Resiliens Service without permission;
3. Use data mining, robots, or other data gathering devices on or through the Resiliens Service;
4. Post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
5. Harass, stalk, abuse, or post irrelevant or objectionable material;
6. Sell, transfer, or assign any of your rights to use the Resiliens Service to a third party without our express written consent;
7. Post advertising, marketing, or spam links or content;
8. Use the Resiliens Service in an illegal way or to commit an illegal act; or
9. Access the Resiliens Service from a jurisdiction where it is illegal or unauthorized.

XII. Consequences of Violating These Terms

We reserve the right to suspend or terminate your account and prevent access to the Resiliens Service for any reason, at our discretion. We reserve the right to refuse to provide the Resiliens Service to you in the future.

Resiliens may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Resiliens Service.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Resiliens Service.

XIII. Resiliens’s Liability

We may change, suspend, or discontinue any aspect of the Resiliens Service at any time, including hours of operation or availability, without notice or liability.

User Disputes. We are not responsible for any disputes or disagreements between you and any third party, including clinicians and clinicians’ organizations. You assume all risk associated with dealing with third parties. You release Resiliens of all claims, demands, and damages in disputes among users of the Resiliens Service.

Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Resiliens Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider.

Third-Party Websites. The Resiliens Service may include links to third party websites and applications. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications.

“Released Parties” include Resiliens and its affiliates, officers, employees, agents, partners, licensors, clinicians, and clinician’s organizations.

A. Disclaimer of Warranties

YOUR USE OF THE RESILIENS SERVICE IS AT YOUR SOLE RISK, AND THE RESILIENS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE RESILIENS SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE RESILIENS SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE RESILIENS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE RESILIENS SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE RESILIENS SERVICE WILL BE CORRECTED.

B. Limitation of Liability and Indemnification

THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR PERSONAL INJURY OR DEATH, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE RESILIENS SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE RESILIENS SERVICE; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE RESILIENS SERVICE.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE RESILIENS SERVICE, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED $100.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Resiliens Content, or (iii) your breach of these Terms.

XIV. General Terms

These Terms constitute the entire agreement between you and Resiliens concerning your use of the Resiliens Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

XV. Arbitration, Class Waiver, and Waiver of Jury Trial

These Terms and the relationship between you and Resiliens shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and Resiliens agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Resiliens Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Palo Alto, California. You covenant not to sue Resiliens in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Resiliens Service or these Terms:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
• YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

Contact Us

If you have questions about these Terms, please contact us at info@resiliens.com.