Welcome to Intellect. The Terms of Service is a legal contract between you, a user of at least 18 years of age, or a single company, organisation, or entity (“you” or, collectively with other users, “Users”) and Intellect (“Company,” “we,” “our,” or “us“) regarding your use of the mobile application (“App”) and coaching services (“Service”) controlled by the Company. The App allows you to, among other things, submit, store, and access certain data and other information related to you as applicable (collectively,“User Data”). To access the App and Service, users must at all times agree to and abide by these Terms.
Please read carefully the following Terms of Service. By registering, using or subscribing to the Service and by clicking “I Agree,” or otherwise affirmatively manifesting your intent to be bound by these Terms of Service, you signify that you have read, understood, and agree to be bound by the following terms, including any additional guidelines and any future modifications.
By registering for the App and using the Service from the Company, you agree to the following:
- You must comply with these Terms of Service and all applicable laws at all times whenever you access or use the App or any services made available through it.
- The Company and its licensors and suppliers hold all proprietary rights in and to the App and the information made available through the App, and the Company provides a license to you for the purposes of receiving its services subject to your compliance with these Terms of Service.
- We collect data from you to deliver our services as set out more fully in the Privacy Statement.
- You give us your informed consent to use the means necessary to provide you with our coaching services in compliance with applicable law, including remote-access communication features/functionality (such as video, text, or audio) and the information you voluntarily provide to us.
- You understand and confirm that the Company is not a licensed medical provider and does not provide medical care, healthcare services or emergency services. We only provide coaching services and do not intend at any time to provide medical or healthcare services to you.
IF YOU REGISTER FOR THE APP OR RECEIVE OUR COACHING SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM, AND AGREE THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE COMPANY. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST REJECT THEM BY NOT REGISTERING FOR OR USING OUR COACHING SERVICES OR USING THE APP.
YOU AGREE THAT THE APP, ANY COMPONENT OF THE APP, AND ANY INFORMATION MADE AVAILABLE THROUGH THE APP AND OUR COACHING SERVICES ARE NOT INTENDED TO BE USED FOR MEDICAL EMERGENCIES, SELF-DIAGNOSIS OR MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT.
1. Grant of License. Subject to the terms and conditions of these Terms of Service, Company hereby grants to you a personal, non-transferable, non-exclusive, revocable, royalty-free, limited license to install and use our App on your mobile device for the purposes of receiving and participating in our coaching services. Users shall have no right to sub-license or resell the Service or any component thereof.
2. Login Information and Access. Company may issue you an organisation code to access and use the App. Company will protect as confidential any personally identifying information that you may provide to complete the applicable online forms to establish your username/password or account with the Company (“Account Data”). You agree to provide, maintain and update true, accurate, current and complete Account Data, and represent that you will not misrepresent your identity or your affiliation with any person or entity. Company reserves the right to authenticate any information you provide. You shall be responsible for all use and access of the App by means of usernames/passwords issued to you. You will notify the Company promptly of any unauthorised use of your username/password or account or any other known or suspected breach of security, or other occurrence requiring username/password or account cancellations or changes. Company cannot and does not assume any responsibility or liability for any information submitted by someone who has fraudulently accessed your account or for any third party's fraudulent use or misuse of information submitted by you. You are solely responsible for providing accurate information so that you can be provided with the appropriate coaching services. We are not responsible for your failure to provide the information needed to provide you with appropriate coaching services.
3. Coaching Services. Subject to these Terms of Service, you may receive our coaching services, which include personnel with the applicable qualifications and helping you to clarify and understand personal problems or the need for change and improvement. Our coaching services are NOT INTENDED TO AND DO NOT PROVIDE CLINICAL COUNSELLING OR THERAPY, MEDICAL ADVICE, DIAGNOSIS, OR MEDICAL TREATMENT. If you think you may have a medical emergency, call your doctor or 911 immediately.
4. Modification of the Service. Subject to applicable law, the Company may change or discontinue, temporarily or permanently, any feature or component of our App or the Service at any time without notice.
5. Eligibility; Termination. The Service is not available to persons under 18 years of age without parental consent or to any Users previously suspended or removed from the Service by the Company. Company may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Services (or any portion, aspect, or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18 and parental consent has not been received. You agree that the Company, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with the Company. In addition, the Company reserves the right to discontinue any aspect of the Service at any time, including the right to discontinue the display of any User Data. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that the Company will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies the Company may have at law or in equity. Company reserves the right to contact emergency services to the extent it, in its sole discretion, believes that a user poses an imminent threat of harm to oneself, to property or to another person.
6. Account Activity Responsibility.
6.1 User Accounts. In order to use the App and the Service, you will have to register and create an account (“User Account”). When creating your account for the Service, you agree to provide true, accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your phone, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorised disclosure or use of your username or password), you agree to immediately notify the Company. You may be liable for the losses incurred by the Company or others due to any unauthorised use of your User Account.
6.2 System Access. You may choose to allow the Company to automatically retrieve data from your system(s). You hereby warrant that you have the permission, authority, and rights to allow the Company to access such system(s) and services, and retrieve User Data therefrom by indicating the same within your User Account. Company disclaims any and all liability associated with accessing and retrieving User Data from such system(s) and services on your behalf. If at any time you do not have the right and authority to allow the Company automatic access to such system(s), then you hereby agree to immediately disable such functionality within your User Account.
6.3 Account Information. You acknowledge and agree that the Company may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Data violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Company, its users, or the public.
7.1 App Use Restrictions. You shall not sublicense, distribute, hypothecate, lease, loan or otherwise transfer our App to anyone, and under no circumstance may you use or allow the use of our App in any manner other than as expressly set forth in these Terms of Service. You shall not share Company-issued passwords or codes with any third party or encourage any other user to do so. You shall not modify the App, incorporate the App in any other product, or create derivative works based on the Software. You shall not collect or harvest any personally identifiable information, including account names, from the Service. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice(s) included on or embedded in the App. You shall not use the App in connection with a service bureau, time sharing or fee-for-service arrangement with third parties. Except to the extent permitted by applicable law, you shall not reverse assemble, decompile or disassemble or otherwise reverse engineer the App. You shall also not engage in any activity that could interfere with, disrupt, negatively affect, or inhibit other users from fully using the App, or that could damage, disable, overburden, impair or otherwise negatively affect the functionality of the App or the networks or computer systems of the Company.
7.2 Coaching Services Use Restrictions. You shall refrain from any abusive, dangerous, or threatening behaviour when receiving or participating in our coaching services. We reserve the right to immediately terminate your access to or use of our coaching services if we believe, in our sole discretion, that you exhibit such behaviour or you violate any laws or breach these Terms of Service. We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.
7.3 Disclosure Restrictions. You acknowledge that the App, including any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of the Company. If you should gain access to such materials, you shall not disclose them to anyone.
8. User Data.
8.1 Use of User Data. By submitting User Data to Company, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Data required for Company and service providers to provide the Service. Company shall have no right to sublicense or resell User Data, except however, that you agree that Company may collect, analyse, use, and publish data derived from User Data, which may include personal data and/or information collected from or about an individual but which does not identify the individual personally, for purposes of operating, research, improving, or marketing the Service and any related services. If Company shares or publicly discloses information (e.g., in marketing materials, research, or in application development) that is derived from User Data, such data will be aggregated or anonymised to reasonably avoid identification of a specific individual or the User. By way of example and not limitation, Company may: (a) track the number of users on an anonymised aggregate basis as part of Company’s marketing efforts; (b) analyse aggregated usage patterns for product development efforts; or (c) use anonymous data derived from User Data in a form which may not reasonably identify either a particular individual or the User for research purposes. You further agree that the Company will have the right, both during and after the term of these Terms, to use, store, transmit, distribute, modify, copy, display, and create derivative works of the anonymised, aggregated data.
8.3 Security Incidents. In the event that User Data is disclosed to or accessed by an unauthorised party, the Company will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident
8.4 No Responsibility for Backups. Company will not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up your User Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Data.
Rights to User Data. You own all right, title and interest (including all intellectual property rights) in and to your User Data.
9. Ownership; Proprietary Rights. The Service is owned and operated by the Company. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Service provided by the Company are protected by intellectual property and other applicable laws. Except for any technology licensed by Company, which is owned by and provided by our third-party licensors, all Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the property of the Company or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to the Company or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorised use of the Materials.
10. Privacy Terms. For information about our privacy practices in connection with our services, please read the Privacy Statement. The Privacy Statement explains how the Company collects, protects, uses and shares your personally identifiable information in connection with your use of our services. In connection with creating an account or clicking an “I Accept” button or an equivalent indicator with regards to the access and use of App, you have indicated that you agree to the terms of the Privacy Statement.
11. Feedback. Company may ask for your feedback regarding the Service, including any problems encountered in the Service (the “Evaluation Data”). If you provide Evaluation Data to the Company, it will be deemed and remain the sole property of the Company to the fullest extent permitted by applicable law, and will not be subject to any obligation of confidence on the part of the Company. To the fullest extent permitted by applicable law, the Company shall have all ownership, right, title and interest in and to the Evaluation Data and any and all intellectual property and proprietary rights thereto and therein. You hereby transfer and assign to the Company any and all intellectual property rights you may have in and to the Evaluation Data, waive any moral rights you have in the Evaluation Data to the fullest extent permitted by applicable law, and agree to cooperate with the Company to perfect our sole and exclusive ownership in and title to the Evaluation Data. Complaints can be directed to the Company at the contact information listed below or on our website: www.intellect.co.
12. Breach and Termination. Subject to applicable law, the Company may, in its sole discretion, suspend or terminate your access to or use of the App (and terminate these Terms of Service) and/or our coaching services at any time with or without notice if you breach or attempt to breach these Terms of Service or use or attempt to use the App or our coaching services in a manner that: (i) impairs the operation of the App; (ii) causes or threatens to cause harm to our systems and servers or those of our suppliers; (iii) causes or threatens to cause harm to our coaches and personnel or other users of the App or our coaching services; (iv) violates the law; or (v) is otherwise harmful to , its licensors and suppliers, or third parties.
13. Assumption of Risk. The App and Service is designed to provide you with information and coaching services based on your inputs to mobile interactions. The Service and any information supplied to you by the Company is not, nor a substitute for, medical advice. By granting you a license to use the App and Service, the Company does not assume any obligation or liability with respect to your health or your physical activity or condition. In no event shall the Company be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Service or any activity you undertake in connection with your receipt of our coaching services. As between you and the Company, you are solely responsible for your use of our coaching services, your health and medical condition, and any treatment related thereto. We shall have no liability for any unauthorised disclosure of your personally identifiable information due to your actions or omissions or that of your healthcare provider.
YOU AGREE THAT: (i) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT OR EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL EMERGENCY SERVICES IMMEDIATELY; (ii) COMPANY DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS AND IS NOT A HEALTHCARE PROVIDER; (iii) COMPANY IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE EMERGENCY SERVICES, AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (iv) DATA PROVIDED BY COMPANY THROUGH THE APP IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (v) COMPANY IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; (vi) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION; (vii) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE APP; (viii) COMPANY HAS NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE APP; AND, (ix) COMPANY IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR IS GENERATED BY THE APP.
If you do not agree to these Terms of Service, stop now and do not use the App or our coaching services.
In connection with your use of the App and our coaching services, you will be working with a behavioural health coach who will provide personal support, encouragement and motivation. The coaches do not provide medical advice. None of the advice provided by the coaches or the Service is intended as medical or clinical advice. You should always talk to your medical or other healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our App or received through our coaching services. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other healthcare professional. The information provided in or through the App or our coaching services is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor/physician, nurse, or any other medical or clinical healthcare professional.
To the fullest extent permitted by applicable law, you agree that the Company shall not be liable to you or to any third party for any unavailability, modification, suspension or discontinuance of any feature or component of the App or our coaching services.
14. Disclaimers; No Warranties.
The Service is provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company, its suppliers, licensors, and partners disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
Company, its suppliers, licensors, and partners do not warrant that the functions contained in the Service will be uninterrupted or error-free, that the Service will meet your requirements, that defects will be corrected, or that the Service or the server that makes it available is free of viruses or other harmful components.
Company, its suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the Service in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you download or otherwise obtain User Data, material, or data through the use of the Service at your own discretion and risk and that you will be solely responsible for any damage to your mobile phone system or loss of data that results from the download of User provided information, material, or data. Company will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store or maintain any User Data.
15. Limitation of Liability; Indemnification
Under no circumstances, including, but not limited to, negligence, will Company or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation losses or liability resulting from loss of data, loss of revenue, anticipated profits, or loss of business opportunity) that result from your use or your inability to use the information or materials on the Service, or any other interactions with Company, even if Company or a Company authorised representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Company’s liability will be limited to the fullest extent permitted by applicable law.
In no event will Company’s or its affiliates’, contractors’, employees’, agents’, or third-party partners’, licensor’s, or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Service, including without limitation your interactions with other users, (whether in contract, tort including negligence, warranty, or otherwise) exceed the amount paid by you, if any, for accessing the Service during the twelve (12) months immediately preceding the day the act or omission occurred that gave rise to your claim or one hundred dollars, whichever is greater.
Upon request by us, you agree to defend, indemnify and hold us and our partners, affiliates, use providers, licensors, suppliers, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your violation of these Terms of Service; or (b) your violation or infringement of any intellectual property or other third party rights or any applicable law in connection with your use of the App. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us.
16. Notices. You agree that the Company may provide you with notices and other disclosures in connection with the App and our coaching services by postings on the App and/or communications sent to the email address provided by you when you registered to download and install the App.
17. Complete Agreement; Waiver; Severability. These Terms of Service contain the complete and entire agreement and understanding of the parties regarding the subject matter hereof, and supersede all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and the Company relating thereto. In the event any term in these Terms of Service is held by a court of competent jurisdiction to be unenforceable, such unenforceability shall not affect the remaining terms of these Terms of Service in such jurisdiction or render unenforceable or invalidate such terms and provisions of these Terms of Service in other jurisdictions. Upon such determination that any of the terms or provisions of these Terms of Service are held to be invalid under any applicable statute or rule of law, they shall be severed from the rest of these Terms of Service and the remaining provisions of these Terms of Service shall survive and be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order for the transactions contemplated hereby to be consummated as originally contemplated to the greatest extent possible. The Company’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision unless such waiver is in writing and signed by the Company.
18. Consent to Electronic Contracting. You agree that execution of these Terms of Service may occur by manifesting your acceptance of it when you installed or used the App, and that no signature on a paper copy of these Terms of Service is required in order to form a binding contract.
19. Force Majeure. Company shall not be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed or impracticable due to circumstances beyond the Company’s reasonable control, including without limitation earthquakes, fire, flood, war, embargo, riot, inability to secure materials, transportation, or power/utilities, intervention of any governmental authority, or acts of nature.
20. Claims. You agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
21. Modification of the Terms. Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms periodically for changes. When we make minor changes to the Terms we will update the ‘last modified’ date at the top of this page. When we make changes to the Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. If any such revision is unacceptable to you, your only remedy is to terminate your Company User Account.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.