Counselors Terms and Conditions

1. The Provider Terms and Conditions
   • The following are the terms and conditions (the "Provider Agreement") for the access and use of a Provider in an online platform (the "Platform") through which counseling, consulting, professional advice and any other information are provided (collectively the "Provider Services"). A Provider (also referred in this Provider Agreement as "you") is any counselor, consultant, practitioner, professional, expert, coach, advisor or any other person who registers to provide Provider Services, through the use of the Platform, to any other person or persons (the "User" or "Users"). The Platform may be provided, be accessible or be available via multiple websites, devices, platforms and other means, whether owned and/or operated by us or by third parties, including, without limitation, the website terappeuta.com.
   • By accessing or using the Platform as a Provider, or by clicking a button or a box indicating that you have read and agree to the terms of use, you are entering into this Provider Agreement. You should read this Provider Agreement carefully before starting to use the Platform. If you do not agree to be bound to any term of this Provider Agreement, you must refrain from signing up to the Platform as a Provider, you must stop making any use of the Platform as Provider and you should not access the Platform as a Provider.
   • When the terms "we", "us", "our" or similar are used in this Agreement, they refer to any company that owns and operates the Platform (the "Company"), its affiliated companies and the shareholders, directors, officers, employees, consultants, contractors, subcontractors, agents, advisors, assignees and successors of the aforementioned companies.
2. Use of the Platform
   • The features and functionality of the Platform are to be determined solely by us and are subject to change or termination without notice.
   • The Providers are neither our employees nor agents nor representatives.
   • By agreeing to this agreement you are also agreeing to the terms of the Platform privacy policy available at https://www.terappeuta.com/privacy/ (the "Privacy Policy"). The Privacy Policy is incorporated into and deemed a part of this Provider Agreement. The same rules that apply regarding changes and revisions of this agreement also apply to changes and revisions of the Privacy Policy. In regards to the Privacy Policy, the same rules and stipulations that apply to a User would also apply to a Provider.
3. Disclaimers and Limitation of Liability
   • The Provider acknowledges and agrees that the Platform is being provided for use "as is", and therefore the Provider will not have any plea, claim, or demand towards us in relation to the Platform's users, members, properties, limitations or compatibility with the Provider's needs. The Provider shall not have any plea, claim or demand against us in respect to any services the Provider decides to provide in connection with the use of the Platform. To the fullest extent of the law, we expressly disclaim all warranties of any kind, whether expressed or implied.
   • Registration, providing Provider Services and any use of the Platform is being made at the Provider's sole and entire risk, without warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, or accuracy.
   • We expressly disclaim all warranties for information posted or transmitted by the Platform's Users and or members.
   • The Provider will bear all the risks associated with the uploading and transmitting material and utilizing the Platform including reliance on its accuracy, reliability or legality.
   • We will not be deemed the provider or recipient of any services acquired through the Platform. The Provider provides Provider Services at his or her sole and entire risk.
   • Under no circumstances we will be held liable to any Provider for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to loss of business, revenue, profits, use, data or other economic advantage.
   • The Provider acknowledges and agrees that we disclaim any liability in relation to any claim, suit or action brought by a User in connection with provision of any Provider Services by a Provider, including but not limited to representations by the Provider as to the Provider's qualifications and advice provided by him or her, through the Platform. The Provider agrees to indemnify and hold us harmless in connection with any such claim and any damages or expenses arising therefrom.
   • The Provider will be solely responsible for any agreements he chooses to make with a User. We will not be responsible or liable in any way for any agreement made between a Provider and a User and or for enforcing any such agreement, including but not limited to any agreements in relation to Provider's fee, and or usage of the Platform in any way other than offered and suggested as the Provider Service at the Platform. Any agreement a provider chooses to get into with a User is at his or her sole responsibility and entire risk.
   • The Provider acknowledges that he or she will solely be responsible and liable for any damages to any User to whom the Provider provides services and to any User who suffers damages arising from or connected to such services that he provided to that User. In the event of a dispute regarding any transaction conducted through the Platform the Provider hereby releases us from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs or expenses, including but not limited to, court costs and attorney's fees, which the Provider may have against one or more of the above.
   • We shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.
   • Our aggregate liability for damages arising with respect to this agreement and any and all use of the Platform will not exceed the total amount of money paid by you or to you through the Platform in the 3 months period prior to the date of the claim.
   • We explicitly disclaim any liability with respect to any claim, suit or action made by a User. You agree to indemnify, defend and hold us harmless with respect to any such claim.
   • If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.
   • This section (disclaimers and limitation of liability) shall survive the termination or expiration of this Agreement.
4. Representations and Warranties
   • You hereby confirm that you are at least 18 years old of age and that you are legally able to enter into a contract.
   • 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 during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.
   • The Provider will not provide any Provider Services or advise to any User unless the Provider is a licensed professional in good standing in the relevant field of expertise and he or she abides by all relevant laws, rules and regulations, including but not limited to rules of ethics and professional responsibility.
   • At all times the Provider will provide correct and accurate representation of his or her skills, degrees, qualifications, background and other information, whether this information is provided to us, to the User and on any form submitted to or presented on the Platform. The Provider will also provide the same correct and accurate representation of his or her skills, degrees, qualifications, background and other information to the users, including but not limited to, in any kind of communicating or providing Provider Services to Users.
   • The Provider will maintain and update all such information during the term of this Provider Agreement to keep it true, accurate, current and complete.
   • The Provider will not mislead Users to believe that he or she can provide a service which is outside his or her fields of licensed expertise and will not misrepresent him or herself or create any misleading name or listing.
   • The Provider shall not perform any Provider Services and or other services or offer any advice in any jurisdiction where the Provider is not authorized or licensed or in good standing to do so.
   • The Provider will maintain his or her skills, qualifications, eligibility, and other information and requirements, including maintaining his or her status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where the Provider practices his or her profession.
   • We may review the Provider's personal profile and amend any typing or spelling errors. We cannot and will not verify or examine the truthfulness or accuracy of the details in the Providers personal profile, credentials, qualifications, or any of the Provider's postings or transmissions. However, we may, in its absolute discretion, remove or refuse to post or transmit any content uploaded by the Provider. Without derogating from the above, we remove any content for any reason.
   • The Provider represents and warrants that it maintains and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of services by the Provider, including, but not limited to, applicable professional liability insurance.
5. Provider's Conduct
   • When providing Provider Services or making any other use of Platform, the Provider must exercise a reasonable standard of care, at least the same as the Provider would in a similar transaction not conducted through the Platform or the Internet. Without derogating from the above, the Provider must exercise the standard of care mandated by his or her profession.
   • The Provider will not provide to Users any services other than Provider Services.
   • The Provider will not provide to Users any services which may not be lawfully rendered or provided through the Platform according to the laws, regulations and ethics that applies in the Provider's jurisdiction.
   • The Provider will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that require an in-person meeting with a User or examination of a User.
   • The Provider agrees that the Provider Services, advice and or information that he or she provides to a User, aren't in any way to be considered a substitute for a face-to-face interaction between the User and the Provider (or any other professional).
   • The Provider will provide Provider Services only about and in respect of non-emergency matters and issues. For emergency matters and issues the Provider will instruct the User to immediately call 911 or their local emergency assistance number.
   • The Provider agrees to never engage in the practice of medicine or enter into a physician/patient relationship with any User through the Platform.
   • The Provider will not prescribe or dispense medicines.
   • The Provider will advise Users whenever appropriate that his or her advice is not a substitute for the advice or treatment of a physician after physical examination.
   • Whenever appropriate, the Provider will recommend Users to seek help by meeting a qualified professional face-to-face.
   • The Provider will not disclose any information that was provided to him or her by a User and will use his or her best efforts to guard Users privacy and Privacy Policy.
   • All contact between the Provider, Users and any other Users or consumers who are introduced through the Platform must be conducted only through the Platform.
   • The Provider may not use this Platform to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others.
   • The Provider will indemnify, defend and hold us harmless against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against us, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by the Provider according to this Provider Agreement; (b) The Provider's provision of the Provider Agreement to any third party, regardless of whether or not they are Users of the Platform service; or (c) any materials that the Provider has posted to or through the Platform and/or any content provided by the Provider to Users.
   • The Provider agrees and commits not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to the use of the Platform and to the Provider's relationship with the Users and us. The Provider further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive or offensive.
6. Provider Account and Responsibilities
   • You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.
   • You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.
   • 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 agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities that are made by using your Account Access. 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 Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.
   • You agree and commit not to use the account or Account Access of any other person for any reason.
   • You agree and confirm that your use of the Platform, including the Provider Services, are made directly by you and that you are not using neither the Platform nor the Provider Services for or behalf of any other person or organization.
   • You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.
   • You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right or intellectual property; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.
   • If you receive any file from us or from a User, 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 will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys' fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Provider Services) which were provided through the Platform; (e) your violation of any third party right, including ,without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.
7. Modifications, Termination, Interruption and Disruptions to the Platform
   • You agree, confirm and acknowledge that we may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all users or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.
   • For the removal of any doubt, we may terminate or prevent your use of the Platform and any services provided by through the Platform (including but not limited to Provider Services) at our sole discretion for any reason and for any period of time.
   • The Platform depends on various factors such as software, hardware and tool, either our own or those owned and/or operated by our contractors and suppliers. We do not guarantee that the Platform will be uninterrupted or that it will be secure, consistent, timely or error-free.
8. Fees and Payments
   • Provider will be paid for the provision of the Provider Services to Users.
   • The fees, rates, payment options and payment schedules of the payments are set in the platform and they are set and determined exclusively by us and may be changed in our sole discretion.
   • The Provider is solely responsible for reporting and paying any applicable tax related to the Provider's use of the Platform.
   • Any payment disputes or claims should be submitted within 30 days of discovery of any mistake.
   • If a User has made User Payment but has later either charged back such payment for any reason or received (in our sole discretion) a refund for such a payment (collectively "Refunded Payments"), we will not pay those Refunded Payments to the Provider and if the money has already been delivered to the Provider, the Provider will be required to repay this amount to us. Notwithstanding the above, we may deduct this amount from the Provider's account or from the following payments to be made the Provider.
   • The Provider agrees and commits to immediately notify us in any case that the Provider provides any service to the User not through the Platform or in any case that the user is billed by the Provider not through the Platform or in any case that the user is making a payment to the Provider not through the Platform.
9. Notices
   • We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to legal@terappeuta.com.
10. Important notes about our Agreement
    • Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, or employee of the other.
    • This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.
    • You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be the U.S. District Court for the Northern District of California, or the state courts located in Santa Clara county in California. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.
    • THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.
    • We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.
    • We may freely transfer or assign this Agreement or any of its obligations hereunder.
    • The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.
    • If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
    • To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.