Last Updated on March 24, 2025

Welcome to Althea PBC!  These Terms of Service (“Terms of Service”) govern your access to and use of the online interfaces and properties (e.g., websites and mobile applications) owned and controlled by Althea, PBC (“Althea”, “we,” “us,” and “our”), including the withalthea.com website  website (the “Site”), our online platform (our “Web Platform”) and the Althea mobile application (the “App”, together with the Web Platform and the Site, referred to collectively herein as the “Platform”), as well as the services (“Services”) available to users through the Platform. The terms “you” and “your” means you, your dependent(s) if any, and any other person accessing your Althea Account. For purposes of these Terms of Service, the term “User” includes anyone who may access, use or subscribe to the Platform and/or the Services. If you are a services provider (a “Provider”) the additional terms set forth at below under “Provider Terms” shall apply to your use of the Platform and your provision of Services to Users in addition to these Terms of Service.

 

Your acceptance of, and compliance with, these Terms of Service is a condition to your use of the Platform and Services. By clicking ‘I Agree and Consent’, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Service as well as our Privacy Policy, HIPAA Privacy Policy. If you do not agree to be bound by these terms, you are not authorized to access or use the Platform or Services, must cease all use of the Platform and the Services, and must leave this Site.

Consent to Electronic Communications

 

By using the Platform and Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing and will be deemed to have been received by you when sent by us through the Platform or to your most recent email address we have on file.

 

Contact Us

Please direct any questions you may have about these Terms of Service, the Platform or the Services to any one of the following:

• By mail: Althea, PBC, 1941 Pearl Street, #200, Boulder, CO 80302, with a subject line of “Terms of Service.”
• By email: info@withalthea.com, with a subject line of “Terms of Service.”

 

Notices sent to us by you will commence a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by US mail, return receipt requested; or (d) on the delivery date if transmitted by confirmed e-mail.

 

The foregoing contact information may change from time-to-time by supplementation, amendment, or modification of these Terms of Service.

 

Changes to Terms of Service

We may supplement, amend, or otherwise modify these Terms of Service at any time without notice to you. If we make any changes the revised Terms of Service will posted on this or a similar page of the Site and the App and the “Last Updated” date at the top of these Terms of Service will be revised and, in some cases, where appropriate we may notify you by adding a statement to the login screen or sending you an email notification.  All changes shall be deemed effective as of the stated “Last Updated” date. We encourage you to review our Terms of Service whenever you use the Platform or our Services to stay informed. It is your responsibility to carefully review these Terms of Service each time you visit, access or use the Platform or our Services.  Using our Platform or continuing to receive Services after a notice of changes has been sent to you or after the revised Terms of Service have been published on our Platform or otherwise provided to you shall constitute consent to the changed terms and practices. If you disagree with any changes to these Terms of Service, you will need to stop using the Platform and Services and must deactivate your account(s).

 

Binding Arbitration; Waiver of Jury Trial; No Class Action

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A CLASS ACTION WAIVER AS DETAILED IN SECTION 22.  These Terms of Service provide that all disputes between you and Althea that in any way relate to these Terms of Service or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Service. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Althea.‍

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1. Privacy Practices; Informed Consent

If you are a User, you agree that information provided by you in connection with the Services and Platform shall be governed by the Privacy Policy and HIPAA Privacy Policy . You further agree that you are providing your informed consent to use of the Services pursuant to the informed consent is hereby incorporated and made a part of this Agreement. If you are a Provider, you agree that information provided by you in connection with the Services and Platform shall be governed by the Privacy Policy and that you will comply with the Privacy Policy and HIPAA Privacy Policy in your use of any information provided to you by a User.

 

The Privacy Policy and HIPAA Privacy Policy  are hereby incorporated and made a part of this Agreement.  BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY AND THE HIPPA PRIVACY POLICY.

 

2. Services; Disclaimers

The Platform may be used to connect a User with a Provider located in Colorado or Oregon (and any other jurisdiction in which the Providers’ Services (as defined below) are lawful) that is credentialed and experienced based on the applicable jurisdiction who will provide services to the User through the Platform (“Provider Services”).

 

The Providers are independent providers who are neither our employees, nor agents nor representatives.  The role of our Platform and Services is limited to enabling Users to locate and connect to Providers.   The Providers are responsible for the provision of the Provider Services, not Althea If you feel the Provider Services provided by the Provider do not fit your needs or expectations, you may change to a different Provider at any time. While we have a large database of Providers, you should note that because of licensure requirements that differ from jurisdiction to jurisdiction, not all Providers available on our database will be available for a User to match with, or at any particular or convenient time, or for any set period of time. If a Provider you have been connected with stops using the Platform at any time after you have been connected, we will send an email to notify you that your Provider is no longer on the Platform and that you have the opportunity to match with a new Provider. While we hope the Provider Services are beneficial to Users, as a User you understand, agree and acknowledge that they may not be the appropriate solution for you and that they may not be appropriate for your particular situation. DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE PLATFORM OR OUR SERVICES.

 

User Session Cancellation Policy: Late cancellations by Users (within five days of the session date) and missed sessions may incur a fee equal to the greater of $200 and the out-of-pocket costs and expenses incurred by the Provider to reserve the space to hold your session.  This policy ensures Providers receive sufficient advance notice to plan effectively in the event that you are unable to attend your session. Timely cancellations enable Providers to cancel reserved space and to open slots for other Users seeking their help. 

 

Althea does not provide medical advice or care.  We are a technology platform that provides information about, and enables research with respect to, the use of psychedelics with various research organizations (“Researchers”) as well as connects Users with Providers of Services for their personal use and Researchers for contribution to research studies. We may also provide Providers with practice management software, a CRM, form management, measurement based care software, data collection, and client communication service.  The Providers and Researchers, not Althea, are solely responsible for rendering, and for the quality and appropriateness of, advice and care to Users.  

 

By accepting these Terms of Service and by using the Platform or receiving Services, a User is entering into a health care provider-patient relationship solely with one or more Provider(s) and not with Althea.  While Althea facilitates a User’s selection of, and communications with, Providers and Researchers, Althea does not provide services, and a User’s relationship is between the User and the Provider or Researcher, as applicable. The Providers and Researchers are independent of Althea and are merely using the Platform as a way to communicate with Users. Any information or advice received from a Provider or Researcher comes from them alone, and not from Althea. A User’s interactions with the Providers and Researchers via the Platform are not intended to take the place of the Users’ relationship with its regular health care practitioners. Neither Althea, nor any of its subsidiaries or affiliates or any third party who may promote the Platform or Services or provide a link to the Platform, shall be liable for any advice or care obtained by a User from a Provider or Researcher via the Platform or Services, nor any information obtained on the Platform from third parties. Althea does not recommend or endorse any specific Providers or Researchers. You acknowledge that your relationships with Providers and Researchers and any information you obtain through the Platform is solely at your own risk and you assume full responsibility for all risks associated herewith. It is the sole responsibility of each Provider and Researcher to offer its services to Users in a legal and compliant manner, which are facilitated through its use of the Services. We have no responsibility or liability for any Services provided by Providers or Researchers.

 

We do not provide, sell, offer to sell, coordinate or solicit sales of psychoactive substances, nor do we make any recommendations for any type of intervention. Services may be limited or not available at all in some places due to local law or other restrictions. You expressly acknowledge, agree and understand that any statements relating to Services have not been evaluated by the Federal Food and Drug Administration (“FDA”).

 

All information, files, documents, applications, software, text, audio, videos, photos, images, illustrations, graphics, visuals and other content and materials made available through or forming a part of the Platform or otherwise provided by Althea (collectively “Content”) is for general informational purposes only and does not constitute professional advice, medical or mental health advice, diagnosis, treatment, or recommendations of any kind, and is in no way intended to create a provider-patient relationship as defined by state or federal law. None of the Content should be considered medical or mental health advice or an endorsement, representation or warranty that any particular drug or treatment is safe, appropriate, or effective for you. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding a User’s individual needs and any medical conditions.  By access and/or using the Platform and/or the Services, each User assumes full risk and responsibility for his or her use of information  obtained from or through the Platform, Services and/or any Providers or Researchers or other Users of the Platform, and each User agrees that Althea is not responsible or liable for any claim, loss, or liability arising from the use of such information. You acknowledge that we do not recommend or endorse any provider of health care or health-related products, items or services, and the appearance of materials on this site relating to any such products, items or services is not an endorsement or recommendation of them.  You agree to review the definitions, functionality, and limitations of our Platform, Services and Content, and to make an independent determination of its suitability for your use. We and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided through the Platform for any purpose.

 

3. Emergencies; Suicidal Thoughts.

 

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY. SEEK IMMEDIATE IN PERSON ASSISTANCE. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND THE PROVIDERS CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES. YOU MAY ALSO CALL THE NATIONAL SUICIDE PREVENTION LIFELINE AT 800 273 8255.

 

4. Availability of Platform and Services

Althea operates subject to state and federal regulations, and the Services may not be available in your state. Each User represents that he or she is not a person barred from enrolling for and/or receiving the Services under the laws of the United States or other applicable jurisdictions in which he or she may be located. Access to and use of the Platform and/or the Services is limited exclusively to Users located in States within the United States where the Services are available. Services are not available to Users located outside the United States. Accessing the Platform or Services from jurisdictions where Content is illegal, or where we do not offer Services, is prohibited.  All of our Services are subject to availability, and we reserve the right to discontinue offering some or all of the Services and/or Content without prior notice.  Users hereby certify that if the User is receiving Services from a Provider or participating in a research study conducted by a Researcher through the Platform, the User shall provide an accurate identification for your physical location at the time the User is receiving such Services for compliance with applicable laws. The Providers rely upon this certification in order to provide safe Services to Users, and a User’s ability to access the Services is fully conditioned upon the User’s truthfulness of this certification. Should the certification of your location be inaccurate or untruthful, you agree to indemnify, and hold harmless Althea and its affiliates and their respective directors, officers, employees, managers, members, consultants, contractors, advisors and agents, including without limitation the Providers and Researchers, from and against any and all claims, demands, suits, investigations, causes of action, proceedings, losses, liabilities, damages, settlements, fees, costs, expenses and all other liabilities (including without limitation reasonable attorneys’ fees, expert witness fees and court costs) of any kind whatsoever arising directly or indirectly out of or in connection with your breach of the foregoing certification.

 

The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

 

Althea reserves complete and sole discretion with respect to the operation of the Platform and the Services. We may withdraw, suspend, or discontinue any functionality or feature of the Platform or the Services among other things. We reserve the right, in our sole discretion, to deny or suspend use of the Site and the Services to anyone for any reason.  We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Platform or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Platform or the Services in accordance with our internal record retention and/or destruction policies. Althea may delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, obscene, or in violation of copyright, trademark, or other intellectual property or ownership right of any other person or entity. We will have no liability whatsoever on account of any change to the Platform or any suspension or termination of your access to or use of the Platform or Services or the deletion or removal of any Content or information.

 

5. Account Eligibility; Access Credentials; Equipment; Security

In order to access the Platform and the Services, you represent and warrant that you are older than 21 years old. You agree to fully, accurately, and truthfully create your Althea Account (“Account”), including but not limited to your name, mailing address, phone number, and email address, which become your Althea ID and credentials. You also agree to continually update such information as needed, in order to maintain its accuracy. You may not share or transfer your User Account, or create more than one User Account. You may terminate your Account at any time by contacting customer service at info@withalthea.com. If you terminate your Account, you remain obligated to pay all outstanding fees, if any, relating to your use of the Platform and Services incurred prior to termination.  You will not be entitled to any refund on cancellation of your account or in the event we suspend or terminate your account or the Platform or Services.  

 

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that you will make sure to maintain and update this information so it will continue to be accurate, current and complete.  You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your user access and any other security information related to your account (collectively “Account Access”).  The Althea ID and/or credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Althea ID and/or credentials, and for all activities that occur under such Althea ID and/or credentials. You agree to prohibit anyone else from using your Althea ID and/or credentials and agree to immediately notify Althea of any actual or suspected unauthorized use of your Althea ID and/or credentials or other security concerns of which you become aware. Your access to the Platform may be revoked by Althea at any time with or without cause. You agree, confirm and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.  You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss. You agree and confirm that your use of the Platform, including the Services, are for your own personal use only and that you are not using the Platform or the Services for or behalf of any other person or organization. We strongly recommend that you do not use the Platform or the Services on public or shared computers. We also recommend that you do not store your account credentials through your web browser or other software.

 

You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct. You agree to pay all fees and charges associated with your Account on a timely basis according to the fee schedule, the terms and the rates as published in the Platform or otherwise agreed to by you. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your account information. You acknowledge and agree that we use a third party payment processor, currently Square, and that the third party payment processors’ terms and conditions at https://squareup.com/us/en/legal/general/privacy-no-account, apply to your use of our third party payment process to submit payment. All charges will be in United States Dollars and all amounts paid are nonrefundable.

 

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate telecommunications, software, hardware and other capabilities (consistent with any technical, quality or other requirements described in the Platform) to enable use of the Platform and Services.  Althea reserves the right to change the access configuration, including any software, hardware or other requirements of the Platform, at any time without prior notice. If you receive any file from us or from a Provider, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for such User or logging onto a server or an account which the User is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms of Service or in violation of applicable law. You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Platform, deep-link to any feature or content on the Platform, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform. Violations of system or network security may result in civil or criminal liability. Althea will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform.

 

If you are a Provider or Researcher, you agree that your use of the Platform may be subject to verification by us of your identity and credentials, and to your ongoing qualification as such. You agree that we may use and disclose your personal information for such purposes, including (without limitation) making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to or use of the Platform and/or your Account at any time if we are unable at any time to determine or verify your qualifications or credentials.

 

Users can opt out of our research programs at any time. Our protocol for this process occurs via a GDPR “right to be forgotten” request, which can be sent to info@withalthea.com. Please note that it takes up to 90 days for our system to remove all aggregated data based on your information. Furthermore, you can regularly reassess and change the settings around how your information is stored, used, and shared at any time in your account settings. Please see our Privacy Policy set forth at https://withalthea.com/privacy-policy/ to learn more about our opt-out procedures.

 

6. Consent to Receive Electronic Communications; Consent to Receive Calls

When you use the Platform, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating electronically and you consent to receive communications electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Althea may contact you by telephone, mail, or email to verify your Account information. Althea may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Platform and the Services until you provide the information to us as requested.

 

We offer you the chance to enroll to receive SMS/text messages from Althea regarding account- related alerts, reminders, and messages. By enrolling in Althea’s SMS/text messaging service, you agree to receive text messages from Althea to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system and that standard message and data rates apply. Message frequency varies. To unsubscribe from text messages at any time, reply STOP to the text message you received. You consent that following such a request to unsubscribe, you may receive one final text message from Althea confirming your request.

 

ATTENTION: Email and text messages are not secure methods of communication and we cannot ensure the security or confidentiality of messages sent by email and/or text message. Information, including personal health information, transmitted by email or text message is not encrypted and could be read by a third party. If you would prefer not to exchange personal health information via email or text message, please notify us at info@withalthea.com.

 

By providing your phone number, you are agreeing to be contacted at the number you have provided, including calls, to receive informational, Services related (e.g., progress tracking, appointment reminders, etc.) and marketing communications relating to the Platform and Services. You can opt-out of receiving further calls from us by emailing us at info@withalthea.com with the subject line ‘OPT OUT’ and your telephone number. Please note, that by withdrawing your consent, some Platform features and certain Services may no longer be available to you.

 

7. Support

All questions and requests relating to Platform and Services support must be directed to Althea. To submit a support request, please email us at support@withalthea.com. Althea will use commercially reasonable efforts to respond to questions and provide support during business hours (Monday – Friday from 9AM ET to 6 PM ET). 

 

8. Ownership of the Platform; Right to Use Platform & Restrictions on Use of Platform; Feedback

Althea and its licensors and suppliers, as applicable, retain all right, title, and interest in and to the Platform, the Services, Content and all of Althea’s trademarks, tradenames, logos, and branding, and all derivative works thereof, and any patent, copyright, trade secret, trademark, service mark, and other intellectual property, or proprietary rights in any of the foregoing (the “Althea IP”), and Althea reserves all rights in the Althea IP not expressly granted herein.  Nothing contained on the Platform should be construed as granting, by implication, estoppel, waiver or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Platform without the written grant thereof by Althea or the third party owner of such trademarks, service marks, and/or logos. The Platform may contain other proprietary notices and copyright information, the terms of which you agree to follow.

 

Subject to these Terms of Service and the payment of all applicable fees, Althea grants you a revocable, non-transferable, personal, non-sublicensable, revocable, nonexclusive license, in the states of the United States where legally permitted, to: (i) access and use the Platform as hosted by Althea or its third party hosting providers to a) connect with a Provider for purposes of receiving Provider Services separately from such Provider, (b) use the Content made available through the Platform for your own personal use and/or in connection with receiving Provider Services from Providers and solely in accordance with the features made available to you; and (ii) install and use a compiled code copy of the App on mobile devices owned or leased solely by you for your own personal use in connection with, as a User, receiving Provider Services from Providers and, as a Provider, delivering Provider Services to Users, and solely in accordance with the features made available to you. The foregoing license grant is not a sale of the Platform, the Services, the Content or any copy thereof, and Althea and its third-party partners or suppliers retain all right, title, and interest in the Platform, the Services, the Content and all derivative works thereof and intellectual property rights therein and thereto and reserves all rights not expressly granted under these Terms of Service.

 

You may not copy, modify, distribute, create derivative works of or otherwise commercially exploit the Content, in whole or in part. You may use the Content only as permitted by these Terms of Service and applicable laws, rules, guidelines and regulations.

 

You may not: (a) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third party or use the App to provide time sharing or similar services for any third party; (c) make any copies of the App; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (e) delete the copyright and other proprietary rights notices on the App.

 

You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate the Platform or Content to anyone or otherwise exploit the Platform or Content for any commercial purpose.  You agree not to (i) access the Platform or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (a) a message under a false name, or (b) Your Content which is (1) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (2) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Platform, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Platform; (v) use robots or scripts with the Platform or frame or utilize framing techniques to enclose, or deep link to, the Site or any Content; (vi) attempt to reverse engine, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by the Platform; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to Althea. You may not alter the attribution or origin of electronic mail, messages, or posting; (ix) harvest or collect information about any other individual who uses the Platform or the Services; (x) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties.

 

If you choose to give us feedback, such as suggestions to improve our Platform and/or Services, we may act on your feedback without obligation to you and you hereby grant us a worldwide, perpetual, fully paid up, royalty-free, nonexclusive, irrevocable license, with right of sublicense to use, copy, modify, translate, adapt, publicly display and perform, make, have made, distribute, sell, create derivative works of and otherwise commercially exploit such feedback, at our discretion without any obligation to you.  Althea will never publish your name or other identifying information in connection with any testimonial unless you have given us your prior approval. Althea may republish any publicly available review, comment, or testimonial about Althea or the Platform on the Platform or in other media.

 

9. No Users Under 21 Years Old

The Platform and Services are only for Users of the age of 21. If you are under the age of 21, please do not attempt to register with us or create an Account or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 21, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 21, please notify us in accordance with the process set forth in our Privacy Policy at https://withalthea.com/privacy-policy/.

 

10. Accuracy of Information

Although Althea attempts to ensure the integrity and accuracy of the Platform and Service descriptions, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Platform, Services and Content made available through the Platform. It is possible that the Platform or Content could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Platform or Content by third parties. In the event that an inaccuracy arises, please inform Althea so that it can be corrected. Information and Content contained on the Platform may be changed or updated without notice. Additionally, Althea shall have no responsibility or liability for information or Content posted to the Platform from any non-Althea affiliated third party.

 

11. Third Party Content;  Links to Other Sites

We do not examine, warrant or endorse any Providers, Provider Services, third party sites, apps, and content (including data, information, images, descriptions, articles, advertisements, or other products, services and/or materials) to which the Platform links, displays, includes or makes available collectively, “Third-Party Materials”) and are not liable for your use of them.  You acknowledge and agree that we are not responsible for, and make no representations or warranties with respect to, Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or user for any Third-Party Materials. Third-Party Materials may be subject to their own terms and conditions of use and privacy policies and your use of Third-Party Materials will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features or content of any Third-Party Materials. Third-Party Materials are provided solely as a convenience to you, and you use them entirely at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Material.

 

You hereby release and forever discharge Althea, including our and our affiliates directors, officers, employees, managers, members, consultants, contractors, advisors, agents, successors and assigns, from, and hereby waive and relinquish your rights with respect to, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users or Providers or Researchers, any Provider Services  or any Third-Party Materials or your use or non-use thereof.

 

You acknowledge and agree that the Althea Terms of Service and Privacy Policy do not apply to third party sites and apps.  You will need to review the terms of service and privacy policy of the third party site and/or app and your use of the third party site or app, as applicable will be subject to the terms and conditions imposed by the third party operating the third party site or app, as applicable. When you access a non-Althea site, please understand that it is independent from Althea, and that Althea has no control over the third party website. In addition, a link to a non-Althea website does not mean that Althea endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to the Platform, you do this entirely at your own risk.

 

12. Provider Terms

By applying to become a Provider on our platform you agree to these Terms of Service and our Privacy Policy, including these additional terms and any policies, procedures or provider guides that we may adopt and publish from time to time (collectively, the “Provider Terms”). If you do not agree to or accept the Provider Terms, please do not register or otherwise use the Platform or our Services.  

 

You represent and warrant that all information you provide, including the status of your license and credentials, is accurate and complete and you will immediately notify Althea if you are sanctioned or barred from providing Provider Services or have your license or other credentials suspended or terminated. You agree to be bound by any and all applicable local, state, federal or international law, statute, ordinance, rule, regulation, or ethical code in relation to the use of the Platform and Services, provision of the Provider Services and to your relationship and interactions with Users and with Althea. You further agree and commit not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.

 

Provider has and shall maintain appropriate insurance to cover any or all injury or claim against Provider and/or Althea arising out of or related to the Provider Services and the indemnities provided by Provider herein. Upon demand, but no later than three (3) days after demand is made, Provider shall provide Althea with certificates of insurance evidencing the insurance required pursuant to this section.

 

When interacting with a User, Provider acknowledges and agrees that Althea’s Privacy Policy and HIPAA Consent shall apply and Provider agrees to comply with the same.   Provider agrees to exercise a reasonable standard of care, including confidentiality obligations, as mandated by his/her profession, qualification and applicable state and federal laws, rules and regulations and regulatory agencies.  Provider will not provide any services to a User other than the Provider Services and shall provide all Provider Services in accordance with applicable laws, rules and regulations, industry standards, and the requirements of his or her license. You will not provide Provider Services for any Users presenting with an emergency or with highly acute needs and will call, or direct them to immediately call 911 or other emergency services.

 

As a Provider, you are solely responsible for your interactions and communications with Users and any Provider Services you provide to Users and will be solely responsible for any agreements you choose to make with a User. Althea will not be responsible or liable in any way for any agreement made between a Provider and a User or for enforcing any such agreement, including but not limited to any agreements in relation to usage of the Platform or Services in any way other than offered and suggested to facilitate the introduction of the Provider and User. Any agreement the Provider chooses to engage in with a User is at his/her sole responsibility and entire risk. 

 

Although the Platform and Services may include tools for you to use in a Provider’s practice, Althea is not providing any services to Users nor does Althea have any obligation to you or to the Users with respect to your provision of Services other than to process payments from Users on your behalf and make payment to you of the amounts collected.  Provider bears all responsibility and liability for providing Provider Services to Users and its use of the Platform, Content and Services and provides the Provider Services at his or her sole risk under their specific license requirements.  Provider acknowledges that he/she will be solely responsible and liable for any damages to any User to whom he/she provides Provider Services and to any User who suffers damages arising from or in connection with such Provider Services that he/she provided to that User and Provider hereby releases Althea from all manner of actions, claims, demands,  suits, proceedings  and investigations and from any and all losses (direct, indirect, incidental, or consequential), damages, costs, expenses, and any and all other liabilities, including but not limited to, court costs and attorneys’ fees.   

 

Provider hereby indemnifies and holds Althea and its officers, directors, shareholders, employees and agents harmless from and against any and all claims, demands, suits, proceedings, investigations, losses (direct, indirect, incidental, or consequential), damages, costs, expenses, and any and all other liabilities, including but not limited to, court costs and attorneys’ fees. arising out of or related to (i) the Provider Services and/or Provider’s provision of Provider Services, (ii) interactions with Users, (iii) death, personal injury or harm caused to a User attributable to Provider or the Provider Services, (iv) Provider’s breach of any representation, warranty, covenant or obligation hereunder and/or (v) Provider’s access and use of the Platform, Content and Services, including any content posted by Provider on or through the Platform or Services. Althea may at its option satisfy the indemnities above (in whole or in part) by way of deduction from any payments due to the Provider, unless local law requires otherwise. 

 

For the avoidance of doubt, nothing herein shall render Provider an employee, partner, party to a joint venture with Althea, or agent of Althea. You shall not hold yourself out to have the authority to act on behalf of Althea. The Provider Terms are an agreement for the provision of the Platform and Services to Providers and Users and does not create an employment or contractor arrangement with Althea.  The Provider shall be solely responsible for and shall indemnify Althea for and in respect of: (i) any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the performance of the Provider Services, where the recovery is not prohibited by law, (ii)  all reasonable costs, expenses, and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim,  and (iii) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Provider or any substitute against Althea arising out of or in connection with the provision of the Provider Services.

 

Provider may only use the Platform and Services for the purpose of Provider Services, or any task directly related to Provider Services. Provider may not use the Platform or Services to solicit any illegal or unethical activity or other activity which infringes our rights or the rights of others. This includes promoting other legitimate business activities or selling any products whatsoever, regardless of the legality of the product.  Provider agrees to not use the Platform to solicit clients for any therapy outside of the Platform unless absolutely clinically necessary. In the event the Provider is discovered to be seeing clients outside of the Platform and there is a dispute as to whether that is clinically necessary or appropriate, clinical necessity or appropriateness is determined at the sole discretion of the Althea clinical team and Althea may remove the Provider from the Platform, terminate their account and withhold any payments owed or due in Althea’s sole discretion.  Provider agrees to use the Platform as intended and not collect additional fees from Users for services rendered in association with the Platform. For clarity, the Provider agrees that he/she will not request Users’ payment information in connection with collecting a payment for any reason, including a no-show fee, for any services rendered through or associated with the Platform.

 

IT IS ENTIRELY THE RESPONSIBILITY OF THE PROVIDER TO PROVIDE THE PROVIDER SERVICES TO THE USER. ALTHEA DOES NOT PROVIDE PROVIDER SERVICES OR SUPERVISION TO THE PROVIDER. ACCORDINGLY, THE PROVIDER MUST EXERCISE THEIR OWN CLINICAL DISCRETION TO DECLINE TO PROVIDE PROVIDER SERVICES TO USERS WHO ARE HIGH RISK AND/OR OTHERWISE NOT APPROPRIATE TO RECEIVE THE PROVIDER SERVICES, TO ALERT EMERGENCY SERVICES, REFER TO IN-PERSON TREATMENT OR OUTPATIENT TREATMENTS AS APPROPRIATE IN THE CIRCUMSTANCES

 

13. Your Content

Certain features of the Platform may permit you to submit, upload, post or transmit information, messages, documents, files, information, videos, photos, images, and other content and materials (collectively “Your Content”) and to share Your Content with Users, Providers, Researchers or others through the Platform as you direct. You hereby grant Althea a worldwide, non-exclusive, royalty-free, fully paid up, right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Your Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed) to provide you with the Services and as otherwise consented to or directed by you. We will not use Your Content other than as described on our Site  or as otherwise consented to or directed by you.

 

You are solely responsible for Your Content and you represent and warrant that you have the necessary licenses, rights, consents, and permissions, to use and to authorize Althea and your Provider to use Your Content as described on our Site, to provide you with the Services and as otherwise consented to or directed by you.  You agree not to provide any of Your Content that (1) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other Platform Users, Providers, or Researchers through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to Althea that you have the legal right and authorization to provide Your Content to Althea for the uses described on our Site and/or otherwise consented to or directed by you. 

 

Althea is under no obligation to edit or control any content that you or other Users, Providers, or Researchers post or publish, and will not be in any way responsible or liable for such content. Althea may, however, at any time and without prior notice, screen, remove, edit, or block any content that in our sole judgment violates these Term of Service or is otherwise objectionable. We expressly disclaim any and all liability in connection with any content you may access through our Site, Platform or Services.

 

Subject to applicable law, we reserve the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Platform pursuant to our internal record retention and/or content destruction policies. After such termination, we will have no further obligation to provide you with access to or use of the Platform or Services, except with respect to Users to the extent we are obligated to provide you access to your records or Providers or Researchers are required to provide you with continuing care under their applicable legal, ethical, and professional obligations to you. Any clinical records created as a result of a Users’ use of the Platform and the Services will not be maintained by Althea.  You will need to contact the Provider or Researcher with whom you consult to ensure your records are maintained, for a period that is no less than the minimum number of years that such records are required to be maintained under state and federal law.

 

You agree to indemnify, and hold harmless Althea from and against all claims, demands, suits, proceedings, actions, proceedings, damages, settlements, costs, expenses, fines, penalties and all other liabilities (including without limitation reasonable attorneys’ fees and court costs) brought against or incurred by Althea or its affiliates or their respective directors, officers, employees, managers, members, consultants, contractors, advisors, agents, successors and assigns arising out of or related to any of Your Content you upload to or transmit through the Platform.

 

14. Claims of Copyright Infringement

We disclaim any responsibility or liability for copyrighted materials posted on our Site or available through the App. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

 

Althea respects the intellectual property rights of others and expects its Users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Althea’s Designated Copyright Agent, identified below.

 

Notices of Alleged Infringement for Content Made Available on the Site or through the App

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Notice”) complying with the following requirements.

1. Identify the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.
3. Provide your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Copyright Agent:

Althea, LLC, 555 Madison Avenue, Suite 1202, New York, NY 10022

 

15. CAN-SPAM Act and TCPA

Althea is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 6, above (“Consent to Receive Calls and Text Messages”). Emails, newsletters, and text messages received from us are intended to fully comply with the CAM-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at the address listed below under the section “How to Contact Us.”

 

16. Disclaimer of Warranties

THE PLATFORM, INCLUDING ALL CONTENT, AND THE SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALTHEA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, COURSE OF DEALING OR USAGE OF TRADE. ALTHEA DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. ALTHEA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PLATFORM OR THE SERVICES. EACH USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR HIS OR HER USE OF THE PLATFORM, THE SERVICES, AND ANY LINKED WEBSITES AND HIS OR HER RELATIONSHIPS WITH THE PROVIDERS AND RESEARCHERS, AND ANY RESEARCH STUDIES A USER CHOOSES TO PARTICIPATE IN. ALTHEA DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM OR ANY CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING ALTHEA OR THE PLATFORM.

 

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED BY LAW.

 

17. Release; Limitation of Liability 

YOU HEREBY RELEASE US AND AGREE TO HOLD ALTHEA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, MANAGERS, MEMBERS, CONSULTANTS, CONTRACTORS, ADVISORS, AGENTS, SUCCESSORS AND ASSIGNS HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM  OR ARISING OUT OF THE SERVICES, CONTENT OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION)  FROM THE PROVIDERS, RESEARCHERS OR THE PROVIDER SERVICES AND FOR ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY PROVIDER OR RESEARCHER AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:  ALTHEA SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF THE PROVIDERS OR RESEARCHERS OR OTHER USERS OF THE PLATFORM. ALTHEA SHALL NOT BE RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, COST TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING IN ANY WAY TO THE PLATFORM OR THE SERVICES OR ANY CONTENT OR ANY LINKED WEBSITE, OR ANY PROVIDER OR RESEARCHER OR OTHER USER OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLE FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS IS TO STOP USING THE PLATFORM AND THE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF ALTHEA TO YOU WITH RESPECT TO YOUR USE OF THE PLATFORM, SERVICES, CONTENT AND LINKED WEBSITES IS LIMITED TO $500 (FIVE HUNDRED DOLLARS).

 

YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. TO THE EXTENT THAT WE MAY NOT LIMIT OUR LIABILITIES, THE EXTENT OF SUCH LIABILITIES WILL BE THE MINIMUM PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

18. Disagreements Between You and a Provider

You alone are responsible for your communications, interactions, agreements, representations, promises or any other involvement with Users, Providers and Researchers. Althea reserves the right, but has no obligation, to monitor disagreements between a User and a Provider or a Researcher. If you have a dispute with a User, Provider or Researcher, you irrevocably and forever release Althea and its affiliates and their respective directors, officers, employees, managers, members, consultants, contractors, advisors and agents from any and all claims, demands, suits, causes of action, proceedings, losses, liabilities, damages, settlements, fees, costs, expenses and all other liabilities (whether actual and consequential) of any kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

19. Indemnification

You agree to indemnify, and hold harmless Althea and its affiliates and their respective directors, officers, employees, managers, members, consultants, contractors, advisors and agents, including, if you are a User, without limitation, the Providers and Researchers, from and against any and all claims, demands, suits, causes of action, investigations, proceedings, losses, liabilities, damages, settlements, fees, costs, expenses and all other liabilities (including without limitation reasonable attorneys’ fees, expert witness fees and court costs) of any kind whatsoever arising directly or indirectly out of or in connection with: (a) your access to, use of, or alleged use of, the Platform, Services and/or Content and any actions taken through your Account; (b) Your Content; (c) your interactions with Users, Providers, Researchers and others; (d) your violation of any portion of these Terms of Service, any representation, warranty, or agreement referenced in these Terms of Service or any applicable law, rule, guideline or regulation; (e) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (f) any dispute or issue between you and any third party; (g) actions of any person gaining access to your Account or the Platform under a user ID assigned to you; or (h) damage to any property (including without limitation, Althea property), physical injury or death directly or indirectly caused by your acts or omissions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. This indemnity is in addition to the other indemnities you provide us elsewhere in these Terms of Service.

 

20. International Use 

Although the Platform may be accessible worldwide, we make no representation that materials on the Platform are appropriate or available for use in locations outside the United States and accessing the site from territories where the Content is considered to be illegal is prohibited. Those who choose to access the Platform from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information is void where prohibited by law.

 

Access to the Platform is subject to United States export controls laws, rules and regulations. No products or services we make available may be viewed, downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By using this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country listed above or of any such country listed on any list named above.

 

21. Assignment

You may not assign, transfer, or delegate the Terms of Service or any part thereof without Althea’s prior written consent. You may not permit a third party to use your Account or assign your Account to a third party. Althea may freely transfer, assign, or delegate all or any part of the Terms of Service, and any rights or duties hereunder or thereunder. The Terms of Service will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.

 

22. Dispute Resolution; Arbitration Agreement

22.1 Generally; Waiver of Jury Trial; Wavier of Class Action. You and Althea agree that any dispute, claim or controversy arising out of or relating in any way to these Terms of Service or your use of the Platform, Content or Services, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Service, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Althea are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Service and any other contractual relationship between you and Althea. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND ALTHEA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

22.2  Notice of a Claim. If you desire to assert a claim against Althea, and you therefore elect to seek arbitration, you must first send to Althea, by certified mail (return receipt requested) or overnight courier (signature required), a written notice of the claim (“Notice”). The Notice to Althea should be addressed to the address below (“Notice Address”): Althea, PBC, info@withalthea.com. If Althea desires to assert a claim against you and therefore elects to seek arbitration, it will send, by email or by certified mail (return receipt requested) or overnight courier (signature required), a written Notice to the most recent email address or mailing address we have on file, or otherwise in our records, for you.

 

A Notice, whether sent by you or by Althea, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Althea and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Althea may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Althea or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at http://www.adr.org.

 

22.3 AAA Rules; Fees; Process. The arbitration will be governed by the laws of the State of New York, the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Service, and will be administered by the AAA. The AAA Rules and Forms are available online at http://www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Service, including this arbitration agreement.  Any arbitration hearing will take place at a location to be agreed upon in Boulder, Colorado. The payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Althea for all monies previously disbursed by Althea that are otherwise your obligation to pay under the AAA Rules.

 

22.4 No Class Actions; Consolidation of Claims.  YOU AND ALTHEA AGREE THAT EACH OF YOU AND ALTHEA MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Althea agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

 

22.5 Exceptions. Despite the provisions of Section 22.4, You and Althea both agree that nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

 

22.6 Enforceability; Savings Clause. If the class action provision above is found to be unenforceable or if the entirety of this Section 22 is found to be unenforceable, then the entirety of this Section 22 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 23 will govern any action arising out of or related to these Terms of Service.

 

23. Governing Law; Jurisdiction

These Terms of Service are governed by the laws of the State of Colorado without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms of Service, or any of our other policies referenced herein, you and Althea agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the State of Colorado for the purpose of litigating any dispute.

 

24. Additional Terms

Your use of the Platform and Services is subject to all additional terms, policies, rules, or guidelines applicable to the Platform and Services, or any component thereof, that we may post on or link to from the Platform or otherwise provide to you (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or function of the Platform, a particular Service, or Content made available through the Platform. All Additional Terms are incorporated by this reference into, and made a part of, these Terms of Service.

 

25. General

We will not be deemed to be in breach of these Terms of Service or liable for any breach of these Terms of Service or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, pandemics, epidemics, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire or other disaster.

 

Althea reserves the right, in its sole discretion, to terminate your access to all or part of the Site and/or App, with or without cause, and with or without notice.

 

In the event that any of the Terms of Service are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect.  Use of section headers in these Terms of Service is for convenience only and will not have any impact on the interpretation of any provision.  The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms of Service, or any provision of these Terms of Service, be a waiver of any subsequent breach or default or a waiver of the provision itself.

 

These Terms of Service together with the Privacy Policy constitute the entire agreement between Althea and you pertaining to the subject matter hereof and supersede and replace all prior and contemporaneous agreements between you and Althea with respect to the Platform and the Services.  Certain provisions of these Terms of Service may be superseded by expressly designated legal notices or terms located on particular pages within this Site. Upon termination of these Terms of Service, any provision that by its nature or express terms should survive, will survive.‍

 

Unless expressly stated in the Terms of Service to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you and Althea and its affiliates and nothing in the Terms of Service is intended to relieve or discharge the obligation or liability of any third persons to you or Althea or its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you or Althea or its affiliates.

 

The Site, App and Content are Copyright ©2023-5 Althea PBC, all rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site and/or App are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties which may own the Marks.