Terms of Service
Last Updated: July 2, 2018
Effective Date: January 1, 2018
The following Terms constitute a binding agreement between you and Sophia Health Solutions, Inc. (“Sophia,” “we,” and “us”). These Terms set forth conditions regarding your access to and use of the Sophia website located at www.trysophia.com and any other services offered by Sophia, including but not limited to any services related to Sophia’s matching and referral platform (collectively, the “Services”).
By accessing or using the Services in any manner, including but not limited to visiting or browsing the website or creating an account on the platform, you agree to be bound by these Terms.
Sophia is not engaged in the practice of medicine or the provision of behavioral health and wellness services or advice. Your use of the Services does not establish a doctor-patient relationship or a therapist-client relationship with Sophia. When you electronically request a referral to a therapist, we will use the information you submit to recommend a third-party who may be able to provide personalized behavioral health and wellness services and advice.
2. Modification. Sophia reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification will be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you agree to be bound by any modified version of these Terms.
4. Age Restriction. The Services are intended for persons who are at least 13 years old. Those between the ages of 13 and 18 may only use the Services under the supervision of their parent or guardian. If you are a parent or guardian using the Service on behalf of your child, you hereby agree that both you and your child will be bound by these Terms. If you are not at least 13 years old, you may not use the Services.
5. Acceptable Use. Sophia hereby grants you permission to use the Services, conditioned on your acceptance and compliance with these Terms. You specifically agree that your use will adhere to the following restrictions and obligations:
a. You may only use the Services for personal or individual business use.
b. Except as provided in Section 4 above, you may not transfer your access to others, or allow others to access the Services through your own access.
c. You may only use the Services for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.
d. You may not use the Services in any manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable. You are not allowed to enter false, misleading, or incomplete information in response to any of the prompts or questions presented on the Services.
e. You may not interfere with or damage the Services, including, without limitation, through the use of viruses, bots, harmful code, denial-of-service attacks, backdoors, packet or IP address spoofing, forged routing, or any similar methods or technology.
f. Absent permission from Sophia or as otherwise authorized through the Services, you may not copy, rip, or capture any content encountered on the Services.
g. You may not use the Services to upload, transmit, or promote any material that constitutes junk mail, spam, or commercial offers.
h. You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
6. User Accounts. Sophia may make certain features of the Services available only to those with a user account. To create an account, you may be required to provide your name, email, and password. In doing so, you promise to provide us with accurate, complete, and updated registration information about yourself to the best of your ability. You may not transfer your account to others without Sophia’s express permission.
7. Content. The materials displayed, performed, or made available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, and illustrations (collectively, the “Content”) are protected by copyright, trademark, and other intellectual property laws. You hereby acknowledge that the Services, including all associated intellectual property rights, are the exclusive property of Sophia and its licensors.
Conditioned upon your compliance with these Terms, Sophia grants you a limited, non-exclusive, non-transferable license, to (i) access, view, and use the Services and (ii) access and view any Content to which you are permitted access as part of your permitted use of the Services. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms.
8. Feedback. We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). Any Feedback you voluntarily provide to Sophia shall be deemed to be non-confidential and may be shared with others. You agree that Sophia has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or an ownership interest in any aspect of the Services. Feel free to email us at email@example.com with any such Feedback.
9. Termination. Sophia may immediately and without notice terminate these Terms and disable your access to the Services if Sophia determines, in its sole discretion, that (a) you have materially breached these Terms; (b) you have violated applicable laws, regulations or third-party rights; or (c) Sophia believes, in good faith, that such action is needed to protect the safety or property of other users, Sophia, or third parties.
10. Third-Party Services and Content. By using the Services, Sophia may provide you with a recommendation to contact a therapist, doctor, or other physical or mental health or wellness professional. While Sophia has made an effort to ensure that these professionals will be suitable referrals for its users, it cannot verify the accuracy, efficacy, appropriateness, or prudence of any medical or therapeutic advice given by such professionals. Your use of these professionals is at your sole and exclusive risk.
As part of your use of the Services, Sophia may provide you with access to third-party websites, information, and services, including but not limited to third-party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that Sophia does not control such third-party websites and services, and cannot be held responsible for their content, operation, or use. Sophia does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by such third-party websites and services.
Sophia disclaims any and all responsibility or liability for any harm resulting from your use of such third-party websites, services, or professionals. You hereby irrevocably waive any claims against Sophia with respect to the content or operation of any such third-party websites, services, or professionals.
11. Warranty and Limitations of Liability. YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” AND SOPHIA, ITS AFFILIATES AND ITS THIRD-PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM. SOPHIA, ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.
NEITHER SOPHIA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES RELATED IN ANY WAY TO THE PROVISION OF THE SERVICES, INCLUDING BUT NOT LIMITED TO PUNITIVE, CONSEQUENTAL, EMOTIONAL, OR EXEMPLARY DAMAGES, OR ANY CLAIMS BASED ON MEDICAL MALPRACTICE, LOST PROFITS, DATA, OR GOODWILL. THIS LIMITATION APPLIES WHETHER BASED ON A CLAIM RELATED TO A WARRANTY, CONTRACT, TORT, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SOPHIA KNEW, SHOULD HAVE KNOWN, OR WAS APPRISED OF SUCH DAMAGES
IN NO EVENT WILL SOPHIA HEALTH SOLUTIONS, INC.’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS.
Some states do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.
12. Indemnification. You agree to release, defend, indemnify, and hold harmless Sophia and its subsidiaries, affiliates, employees, contractors, officers, directors, and agents from and against any and all claims, liabilities, damages, losses and expenses including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with any third-party claims arising from or relating to your access to or use of the Services or your violation of these Terms. This clause does not apply to any such litigation that may arise between you and any therapist, doctor, or other physical or mental health or wellness professional to whom you were referred through use of the Services.
13. Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Sophia (a) via email (in each case to the address that you provide) or (b) by posting to the Services.
14. No Waiver. The failure of Sophia to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
15. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Sophia’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Sophia may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
16. Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible by law and the other provisions of these Terms will remain in full force and effect.
17. Governing Law. These Terms (and any further rules, policies, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States. Any action based on, relating to, or alleging breach of these Terms must be brought in a state or federal court in Suffolk County, Massachusetts. Both parties agree to submit to the exclusive personal jurisdiction and venue of such courts.
18. Entire Agreement. These Terms constitute the entire agreement between you and Sophia regarding your use of the Services, and supersede all prior written or oral agreements. Any modification to these Terms must be made in writing and signed by both parties.
19. Contact Us. If you have any questions about the Services, please do not hesitate to contact us at firstname.lastname@example.org.