TERMS OF USE FOR PAYTON CARES, LLC.
Last Updated: September 28, 2022

I. GENERAL TERMS OF USE

1. Agreement. By submitting your information and/or creating an account or registering your email with us, you agree to form a legally binding and enforceable contract with us, Payton Cares, LLC, Chicago, Illinois USA, (“The Company”) based on these Terms of Use (“Terms”), as amended from time to time. These Terms govern your use of our website, products and services, including our applications thereon (collectively, our “Services”). The Services are provided by Payton Cares, LLC and its agents, contractors, and employees. The Company’s Privacy Policy (located on our site home page under the Privacy Statement section), which may be updated from time to time, is incorporated by reference in these Terms. You must read these Terms carefully before submitting your information or using our Services if you do not agree to these Terms; in such circumstances, we do not permit you to use our Services. Use without permission may constitute intellectual property infringement, computer abuse and a violation of criminal laws. If at any time the Terms and/or the Company’s Privacy Policy are no longer acceptable to you, your sole remedy shall be to immediately cease all use of the Services.

2. Registration. You may create an account on the website by completing the registration form with your name and other information as requested (“Registration Data”) through the website. The Registration Data provided by you during the registration process must be correct. With the registration you are concluding a contract with the Company regarding the use of the Company’s technology platform, our website, and services provided in any form.

3. After you have created an account we may ask you to complete an intake form and an initial assessment in order to enable you to make use of our Services, including our Coaching services and any other services, as available in your jurisdiction.

4. Representations and Warranties. You represent and warrant that you (i) have the right, authority, and capacity to enter into this agreement and shall abide by all its terms and conditions; (ii) are 18 years old, or, if you are 13 years old, or older, but under 18 years old, you have obtained the consent of your parent or legal guardian to use our Services in which case these Terms apply to you and your parent or legal guardian; and (iii) are entitled to access our Services. If you have any problems accessing our website, please contact us by telephone to gain access to our Services.

5. Term and Termination. These Terms will remain in full force and effect while you use our Services. You may terminate this agreement and delete access to your account on our Services (“Account”) at any time for any reason by sending us an email at admin@skabrams.com. We may suspend or terminate access to your Account and use of our Services as follows: (i) if we suspect unlawful use of the Services or that your continued access or use would result in harm, damage or disruption to us, our Services or others, in which case we will notify you of the reason we took such action; (ii) with 14 days’ advance notice if we suspect that you breached these Terms and do not satisfactorily address the breach where we have indicated what the breach is; (iii) with 30 days’ advance notice for any reason. You understand that termination of your Account will result in termination of this agreement and may involve deletion of the information associated with your Account from our databases as well as any content that you uploaded to our Services using such Account, but that your coach(es), or other service providers (“Providers”), or we on behalf of your Providers, may retain such information in accordance with applicable laws and professional standards.

6. Changes. If we change these Terms, we will post the revised Terms through our Services and update the “Last Revised” date to reflect the date of the changes. If you do not consent to the changes, you may terminate this agreement and delete access to your account as set out in these Terms. Your continued use of our Services following the posting of changes will constitute your agreement to be bound by such changes, modifications, additions or deletions.

7. Conflict with Other Terms. At times, we may contract with a third party to support the services we offer to you, or to directly provide services to you. To the extent that there is a conflict between these Terms and the terms of use for any of our third-party contracted entities, these Terms will apply.

8. Personal Data. For information about the processing of your personal data by us, please see both our Privacy Statement and HIPAA Notice located on our site.

II. OUR SERVICES

Our Services are designed to enable you to find and connect with a professional resource who may be a licensed clinical provider, coach, or other professional who can help you obtain support or treatment for common issues. Our Services can also provide you with education and self-care resources addressing skill-building, meditations, and other activities for mental well-being. We may assist you in the process of connecting with professional resources and sometimes, if and when appropriate, a member of our team may directly provide you with guidance and education about obtaining Services. We may also help you to track the course of your progress.

There is some turnover in our resource network. Resources may leave our practice at any time for a variety of reasons, including voluntary withdrawal or refusal to comply with policies and procedures, and therefore may no longer be available to deliver Services through our program. If your coach or other resource will no longer be in our practice, our team may support you in exploring alternative options, including connecting you to an alternative Provider.

To the extent permitted by applicable law, we make no representation, warranty, guarantee or condition as to whether you will find our or any Provider’s Services relevant, useful, correct, satisfactory, or suitable to your needs, or that the resource or Provider’s skills, degrees, qualifications, licenses, certifications, credentials, competence or background will meet your needs.

III. ARE THE COMPANY’S SERVICES RIGHT FOR YOU?

The Company seeks to help you connect with a coach or other self-care support for common behavioral health issues. The Company will use the information you share with us to determine whether our Services are a fit for your needs. Based on your information, we may be able to offer you a choice of coaches, resources, or self-care support; or we may determine that our Services are not well suited for the particular issue for which you are seeking assistance. Please be aware that not all of our Services are available in all jurisdictions; for instance in some locations we may only offer our coaching program or only offer services through one of our partners.

In some cases, our Services may not be the best way for you to seek care and treatment. For example, certain behavioral health conditions might require urgent care or very specialized providers who are not available through the Company. If that is the case, we will notify you that our Services are not a good fit for you and may provide you with additional information. Though the Company provides this information to be helpful, neither its initial screening, screening tools, or ongoing assessments are considered a medical diagnosis and do not constitute a medical opinion about what coaching or treatment is appropriate for you. YOU are ultimately responsible for determining whether our Services are the right choice for you.

If we determine that our Services at not the right fit for you when based on the information you share, you may still return to us at a later time to submit updated information about yourself, in which case we may resume providing you with our Services.

IV. PAYMENT

We offer different payment choices including subscription options that you can choose; including billing that can occur weekly, every (4) four weeks, or quarterly. Any type of payment or subscription option you choose may continue and automatically renew until you cancel. By choosing a recurring payment or subscription option, you acknowledge that such paid services have a recurring payment and you accept responsibility for all recurring charges prior to cancellation.

You can cancel your payment choice for our service at any time for any reason. Notice to the Company of cancellation must be made no less than 35 days in advance in order to avoid the next billing cycle.

We reserve the right to change our payment or subscription options and/or adjust prices of our services. Any changes to your membership services will only take effect following proper notice to you. The Company may add additional fees as the result of missed or cancelled appointments.

V. MEDICAL EMERGENCIES

OUR SERVICES ARE NOT A SUBSTITUTE FOR MEDICAL ADVICE OR TREATMENT. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, SEEK EMERGENCY MEDICAL HELP.

VI. ACCOUNT SECURITY

You are responsible for maintaining the confidentiality of your Account login credentials, and you are fully responsible for all activities that occur under your Account. You hereby agree not to disclose your password to anyone. The Company has no obligation to inquire as to the authority or propriety of any use of or action taken under your Account and will not be liable for any loss or damage arising from any such use or action, or from your failure to comply with this section. You agree to (a) ensure that you exit from your Account at the end of each session on our Services and (b) immediately notify us if you become aware of any unauthorized use of your Account or any other breach of security relating to our Services. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or personal information. If you share your computer with others, you may wish to consider disabling your browser’s auto-sign-in features. We reserve the right to take action we deem necessary to preserve the security of our Services and your Account, to the extent permitted by applicable law.

VII. NONCOMMERCIAL USE ONLY

We offer our Services for your own internal, personal, non-commercial use. Organizations, companies, and/or businesses may not create Accounts and should not use our Services for any purpose.

You agree that you will not, and will not attempt to:

1. Interfere with or disrupt the functioning of our Services in any manner, including the functioning of any software, hardware, network or server connected to our Services;

2. Distribute or transfer in any manner our Services or any part of our Services to any third party;

3. Copy or modify our Services or any part of our Services for any purpose, other than to use our Services as contemplated herein;

4. Incorporate by any means any of our Services into another application, website or service.

Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, nontransferable right to use our Services on the computers and mobile device(s) that you own or control, solely for your personal non-commercial use in your country of residence for the duration of these Terms.

VIII. ACCEPTABLE USE

Use of our Services requires that you comply with acceptable use rules as set forth in these Terms or as posted in our Services. As part of your responsibilities, you agree that you will not, and will not attempt to:

1. Use our Services in an unlawful manner;

2. Use our Services in any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any other person or entity (including us and/or your Provider);

3. Express or imply that we endorse any statements you make, unless you have our prior written consent;

4. Post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without containing the prior consent of the owner of such proprietary rights;

5. Remove any copyright, trademark, or other proprietary rights notices contained on our Services;

6. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of our Services;

7. Interfere with or disrupt our Services, or servers or networks connected to our Services;

8. Post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

9. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through our Services;

10. Frame or mirror any part of our Services without our prior written authorization;

11. Use meta tags, code, or other devices containing any references to us or our Services to direct any person to any other website for any purpose;

12. Interfere with or inhibit any other user from using or enjoying our Services;

13. Use our Services as a means to distribute unsolicited or unauthorized communications, advertisements or spam;

14. Collect, use or transmit any data or content on our Services that violates any third-party right;

15. Create a false identity, impersonate another person or entity, or otherwise misrepresent yourself; or

16. Breach or otherwise circumvent any security measures incorporated into our Services.

IX. OWNERSHIP

The materials displayed or performed or available on or through our Services, including but not limited to text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined in XI below), and other content (all of the foregoing, the “Content”) are protected by copyright and/or intellectual property laws. We own all right, title and interest in and to our Services, including all intellectual property rights, and any suggestions, ideas or other feedback provided by you to us relating to our Services. We will solely and exclusively own any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from our Services. As between you and us, we own any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights relating to our Services. Except for that information which is in the public domain, meaning such information exists in a location other than on our website behind registration, you may not copy, modify, publish, transmit, distribute, or sell any of our proprietary information without express written permission. Certain names, logos, and other materials displayed in our Services may constitute trademarks, trade names, Services marks or logos (“Marks”) of ours or our licensors. You are not authorized to use these Marks. Ownership of all Marks and the goodwill associated with them belongs to us or our licensors.

X. OUR CONTENT

We make opinions, advice, statements, offers, and other information available through our Services. Any such information made available through our Services, but not authored by us, belongs to its respective authors, and should not necessarily be relied upon. To the extent permitted by applicable law, we do not (i) guarantee the accuracy, completeness, or usefulness of any information on our Services, or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any third party that appears on our Services. To the extent permitted by applicable law, and except as set out in Section XIIV, under no circumstances will we or our affiliates be responsible for any loss or damage resulting from your reliance on information or such content posted on our Services or transmitted to or by other users of our Services.

XI. LINKS

Our Services, providers, or affiliates may provide, or third parties may provide, links to other World Wide Websites or resources. Because we have no control over such sites and resources, we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources, nor does the deletion of your Account impact any accounts you may have with external sites or resources. We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.

You are not obligated to register with the Company in order to access the Website; however, certain services of this Website are available only to users who have registered with the Company. If you are asked to and would like to register for an account (“Account”), you will be required to enter your name, email address, password (“Password”) and certain other information (e.g., date of birth, contact information, and current concerns). If you choose to register on our website, you are confirming that you are eligible to access our services. By providing us with your email, you are agreeing that the Company may use this email address to send you information regarding our providers, any appointments you schedule through the Company, and additional information concerning your experience and coaching with our group of providers. At times, this information may include protected health information (“PHI”), such as details regarding prospective providers to support mental health concerns, details of appointments you schedule through the Company, and communications with our care team responding to concerns you may raise through email to the care team. The Company’s care team is committed to supporting your privacy and will only include the minimum necessary information in emails it will send to you. You agree that all information you provide is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it current. You may not transfer or share your Password or Account (collectively, the “Account Information”) with anyone.

XII. DISCLAIMER

NOTHING IN THESE TERMS AFFECTS ANY STATUTORY RIGHTS THAT YOU ARE ENTITLED TO AS A CONSUMER AND THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER AND WAIVE. WE OFFER OUR SERVICES WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND OTHER THAN THOSE IT IS REQUIRED TO OFFER UNDER THE APPLICABLE LAWS OF YOUR JURISDICTION.

XIII. LIMITATION OF LIABILITY

The Company won’t be liable for losses you incur, or that any third party incurs, due to your use of the Company’s website or Services.

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, OUR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION MADE AVAILABLE THROUGH OUR SERVICES OR ANY SERVICES PERFORMED BY ANY HEALTHCARE PROVIDERS YOU CONNECT WITH VIA OUR SERVICES (INCLUDING CLAIMS OF MEDICAL MALPRACTICE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY FOR ALL CLAIMS OF EVERY KIND WILL NOT EXCEED U.S. $100. THE FOREGOING LIMITATION OF LIABILITY WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY ARISING FROM THE USE OF OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

XIV. JURISDICTION AND CHOICE OF LAW

These Terms of Use constitute the entire and final agreement between you and the Company and govern your access to the Company’s website and Services, superseding any prior agreements between us with respect to Terms of Use. The section titles in these Terms are for convenience only and have no legal or contractual effect. You may not assign any of your rights under these Terms, and any such attempt will be null and void.

Our failure to enforce any provision of these Terms will not constitute a waiver of such right. If any provision is found to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action related to these Terms of Use must be filed within one year after such claim arose or be forever barred. You have no authority to act on behalf of or bind the Company in any way.

XV. INDEMNITY BY YOU

You agree to indemnify and hold harmless the Company, its parents, subsidiaries, affiliates, licensors, and suppliers, and the officers, directors, employees, consultants, and agents of each, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from your use of our Services, your violation of these Terms of Use, your breach of any of the representations and warranties set forth above, or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us. To the extent that this section is in conflict with the terms of an agreement with the employer-sponsor, the terms of the agreement with the employer will apply.

XVI. MISCELLANEOUS

These Terms constitute the entire and final agreement between you and us and supersede any prior agreements between us concerning the matters addressed herein. The section titles in these Terms are for convenience only and have no legal or contractual effect. You may not transfer any of your rights under these Terms, unless we agree to this, otherwise any such attempt will be null and void. All words used in these Terms are to be construed to be of such gender or number as the circumstances require. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. Any reference to our “Services” in these Terms shall also apply to any component of our Services. Our failure to enforce any provision of these Terms immediately against you will not prevent us from being able to enforce any provision at a later date. If any provision is found to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You have no authority to act on behalf of us or bind us to any legal obligations outside of these Terms in any way. These Terms are between you and us and nobody else can enforce them.

XVII. LANGUAGE

The parties have expressly requested and required that these Terms and all other related documents be drawn up in the English language.

XVIII. CONTACT US

If you have any questions or complaints, or wish to advise the Company of any errors, you may contact us at admin@paytoncares.com.