Terms of Service
Last updated: December 12th. 2022
Welcome to Agave Health by Thrive Health App, Inc. (“Agave” or “we”). Agave has established an online platform (“Platform”) connecting individuals with coaches specializing in attention deficit hyperactivity disorder, or “ADHD”. Through the Platform, we connect individuals to Coaches and digital cognitive behavior therapy to assist in the assessment, treatment, and self-management of ADHD (“Services”). Our Platform is accessible on our website and our mobile apps.
By using the Services, you agree to review these Terms regularly, as we may change the Terms at any time, and post the updated Terms on our website.
As noted above, through our Platform, we connect individuals to Coaches (our “Coaches”) and a cognitive behavior therapy program to assist in the assessment, treatment, and self-management of ADHD. Our Coaches provide education, empathy, accountability and guidance about ADHD. By using the Platform, you consent to receive the asynchronous coaching services in connection with ADHD from Coaches through the Platform. By using the Platform you agree that Coaches have a legal obligation or option to report certain information to local authorities, including information about imminent harm or illegal conduct.
Because Agave does not provide medical services, Agave is not responsible for any Coach’s acts or omissions, or for the content of any communications made by a Coach through the Platform, including without limitation any medical advice, course of treatment, or diagnosis. Using the Services, including providing medical information, does not create a physician-patient relationship between you and Agave.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any portion thereof, with or without notice. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services or any portion thereof.
We do not provide emergency care. If you think you are facing an emergency, immediately call 911 (or your local emergency number) or go immediately to your nearest emergency room.
To use the Services, you must register for an account and be at least 18 years of age. We may accept or reject any applicant for the Services at our discretion. In certain situations, we may determine based on clinical or other factors that the Services are not appropriate for you. You should seek medical advice from a qualified professional before using the Services if you have a pre-existing medical condition that may impact your ability to use the Services.
Subject to these Terms, Agave grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Services for your own personal use only and not for any business purpose or commercial activity. We may suspend or terminate your access to the Services if you breach these Terms or for any other commercially reasonable reason.
By using the Services, you authorize Agave to charge the credit card you have provided for payment for the Services and any cancellation or other fees that you may incur.
When you register for the Services, you receive access to our Platform and become part of the Agave community. To protect our Platform and ensure that we may provide the Services to you, we require all users to comply with acceptable use requirements. By accessing the Services, you agree to:
Provide accurate and complete information and keep your payment information up-to-date;
Comply with all applicable laws;
Maintain the confidentiality and security of your username and password, and immediately notify us of any unauthorized use of your account;
Not circumvent, disable, breach, or otherwise interfere with security-related features of the Services, including by using bots, crawlers, spiders, data miners, scraping, or other tools;
Not interfere with, disrupt, damage, or compromise the Services or the systems used to provide the Services, including using viruses, denial-of-service attacks, packet injection, or by imposing unreasonable load on the Services;
Not assist or permit any third party to do anything prohibited by these Terms; and
Not copy, distribute, or share any aspect of the Services to a third party other than your healthcare provider.
Access and the Use of the Internet
While we use reasonable efforts to keep the Services and your account accessible, the Services and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Service access, access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.
You are responsible for the equipment necessary to access the Services, such as a computing device, an internet connection, and a web browser. The use of the internet carries certain risks. We are not responsible for the security or availability of the internet or any problems you may have relating to the delay, failure, interruption, or corruption of any data or information transmitted in connection with your use of the Services.
Consent to Receive Communications
You agree that Agave and its partners that assist in the provision of the Services may contact you regarding the Services or any related services. You consent to receive such communications electronically, including appointment reminders, confirmation emails, questions about scheduling or services, and health team communications. You represent that you provided an up-to-date email and phone number that are yours, and that you consent to receive texts or emails about the Services you receive to the addresses and numbers provided.
If you decide that you do not want to receive certain future communications electronically, please contact us via the contact information listed below. You may also opt out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from Agave.
Agave will need to send you certain communications electronically regarding the Services, from which you may not opt out without discontinuing the Services. These communications include notifications of updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of these Terms. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.
With respect to texts that you may receive from us, message and data rates may apply. To stop receiving text messages, text the word STOP from the mobile device receiving the message.
DISCLAIMER OF WARRANTIES
WE PROVIDE THE SERVICES TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, AGAVE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, OPERABILITY, CONDITION, OR ACCURACY OF DATA.
LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY LAW, AGAVE SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER AGAVE NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES IS LIABLE FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON THE SERVICES. IN NO EVENT WILL AGAVE OR ITS AFFILIATES, PARENT COMPANY, OR PARTNERS BE LIABLE FOR ANY DAMAGES CAUSED BY YOUR, OR ANY THIRD PARTY’S, ACTS OR OMISSIONS. THE LIABILITY OF AGAVE AND ITS AFFILIATES AND PARTNERS, IN CONNECTION WITH THE SERVICES, SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES. THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.
You agree to indemnify and hold harmless Agave and its owners, affiliates, officers, directors, managers, and employees from and against any claims, actions, demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees and other expenses, that arise directly or indirectly out of or from (1) your violation of these Terms, (2) your activities in connection with use of the Services, or (3) your receipt of clinical services from a clinician in connection with the Services. You agree to cooperate as reasonably required in the defense of any such claim.
Governing Law and Venue
These Terms are governed by the laws of the State of New York. Any claims not subject to arbitration will be subject to the jurisdiction of the courts of the State of New York, New York City.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If a dispute arises between you and Agave, we will do our best to resolve the dispute amicably and to mutual satisfaction. If you have concerns about the Services, you agree to first contact us at the contact information below to allow us to resolve the concern.
If we are unable to resolve your concern and you wish to continue to pursue the dispute, then you agree to resolve it through final and binding arbitration subject to the terms of the Federal Arbitration Act, except if (i) the dispute qualifies for a small claims court claim, (ii) you and Agave bring a suit in court for a claim of infringement or misuse of intellectual property, or (iii) your claim qualifies to be brought to a relevant government agency that may seek relief against us on your behalf.
Any arbitration between you and us will be conducted by the American Arbitration Association in accordance with the AAA expedited procedures. The arbitrator will have the exclusive authority to resolve all disputes and will have the authority to grant whatever relief would be available in a court under law or in equity. The arbitrator’s decision will be binding on you and Agave, and may be entered as a judgment in any court of competent jurisdiction.
You agree that any disputes between you and Agave will be conducted on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable or that the arbitration can proceed on a class basis, then Agave may determine not to arbitrate.
This dispute resolution section survives any termination of your account or the Services.
Digital Millennium Copyright Act
If your use of the Services allows you to post content through the Services (for example, through a message board), you agree to comply with the Digital Millennium Copyright Act (“DMCA”). The DMCA provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on our websites infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Website, currently located at https://www.loc.gov/copyright. In accordance with the DMCA, we have designated an agent to receive notification of alleged copyright infringement. Any written notification of claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Agave via the methods described in these Terms.
These Terms, including all documents incorporated herein by reference, state the entire agreement between you and Agave.
You may contact us in connection with these Terms at email@example.com.