I. TERMS OF SERVICE. YOUR USE OF MENT PROTOCOL.
FOR PERSONAL USE ONLY. LIMITED LICENSE.
Head Health, Inc. grants You a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Application or access the Site solely for your personal, non-commercial purposes and strictly in accordance with the terms of this Agreement. Use of and access to the Program is limited to use authorized in this Agreement, and Client shall not use any portion or combination of portions of the Program for any non-personal or commercial purpose. By accessing and using the Program and agreeing to use the program for personal use only, You hereby assign to Company any and all commercial rights or claims you may have to any ideas for a product or service that you may have developed because of your access to or use of the Program.
NATURE OF THE PROGRAM.
The Company’s proprietary MENT ™ Protocol is designed to provide Client-specific wellness content, biofeedback, behavioral insights, and useful self-mastery tools through the combination of user-provided data, data analytics, and MENT ™ Protocol proprietary algorithms and suggestions. The Program will include all, but not limited to, the following:
• Nine (9) bi-weekly learning modules;
• Handouts, worksheets, audio and video content, and other materials
If Client is enrolled in the MENT™ Coaching Services the following apply:
• Nine (9) fifty (50) minute bi-weekly coaching calls
• Each coaching session will end 50 minutes after it was scheduled to begin. If Client is unable to attend the session with a 24-hour notice, Client may reschedule at a future date.
• If client does not provide 24-hour notice, Head Health, Inc. may refuse to accept any make-up session.
The Client understands that the cost of the Program is for eighteen weeks. We reserve the right to cancel the Program if continued use of the Program appears to be counterproductive for the Client. If this happens, the Client remains responsible for the full cost of the Program. If at any time the Client does not feel as if receiving the full support, honesty, or satisfaction, the Client is responsible for providing verbal and written acknowledgement, in which case we may seek a resolution.
(a) Capacity. The Client understands that the role of the Company is as a facilitator that does not prescribe or assess micro and macronutrient levels, nor provides health care, medical or nutrition therapy services, nor diagnose, treat or cure any disease, condition or other ailment of the human body. Although the program is designed to assist the Client through a customized health-related regiment, the Client understands this Agreement is not an agreement for therapy or medical care nor a substitute for therapy or medical care, if needed, and cannot nor does claim to prevent, cure, or treat any mental disorder or medical disease. The Client expressly understands that the Company is not acting in the capacity of a doctor, licensed dietician or nutritionist, psychologist, or other licensed or registered healthcare professional.
(b) Unknown Risks Assumed. We do not anticipate the Program to contain health risks when implemented properly, however, all health and wellness-oriented activities may carry risks only known to You or Your medical healthcare providers, and as such You agree to consult with a medical professional about your specific health issues prior to beginning the Program and during the term of the Program.
(c) Personal Responsibility. If the Client is under the care of a healthcare professional or currently uses prescription medications, the Client should discuss any dietary changes or potential dietary supplement use with his or her healthcare professional. The Client shall be solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Parties’ relationship, sessions, and interactions or use of Services. As such, the Client agrees that the Company is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Company.
(d) Emergency/Risk Disclosure. If the Client is in crisis, it is the Client’s responsibility to call local emergency or crisis hotline. If we believe the Client is in immediate danger of self-harm, the Company may contact local emergency services immediately.
RELEASE OF HEALTHCARE RELATED CLAIMS.
You acknowledge that the Client takes full responsibility for the Client’s life, well-being, and all decisions made during and after the Program. The Client expressly assumes the risks of the Program, including the risks of trying new foods or supplements, and the risks inherent in making lifestyle changes. The Client releases the Facilitator from any and all allegations, causes of action, claims, damages, demands, liability, suits, and sums of money whatsoever, in law or equity, which the Client ever had, now has or will have in the future against the Facilitator, arising from the Client’s past or future participation in, or otherwise with respect to, the Program, unless arising from the gross negligence of the Facilitator.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE PROGRAM AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL HARM OR LOSS FROM USE OF, OR INABILITY TO USE, THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE DELIVERY METHOD OF THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE WILL BE UNINTERRUPTED OR ERROR-FREE.
You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Program, your violation of these Terms of Service, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
USER DATA. The nature of the Program and Services is such that by Your use of Our Services, You will provide and We will collect certain personal, usage, or identifying data. By accessing Our Services, You hereby assign to the Company an irrevocable license to some or all of the User-generated and User-inputted data provided by You or usage data collected by US from you, about you, your symptoms, biological markers, health events, or data from your devices and Program, or about your devices used to access Our Services, (collectively “User Data”) and that such delivery, collection, and use of User Data is subject to all the terms of this Agreement, including the section entitled “YOUR RIGHTS TO PRIVACY DURING USE OF OUR SERVICES.”
USE OF SOFTWARE.
You grant Company a license to use the materials you post to the Site or Service, including but not limited to materials posted on Our social media pages. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Service, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS.
Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Please visit our DMCA Policy link at the bottom of the site pages to view our Digital Millennium Copyright Act takedown policies and to make a claim of infringement. Company’s DMCA Policy is expressly incorporated into this Agreement by this reference.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
COMPANY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY COMPANY. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
Company has no control over, and no liability for any third-party websites or materials. Company works with a number of partners and affiliates whose Internet sites may be linked with the Site.
Company imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.
INDEMNITY FROM USE.
III. YOUR RIGHTS TO PRIVACY DURING USE OF OUR SERVICES.
The following are defined terms, which maybe further defined below or within this Agreement:
Program. Program is the Head Health, Inc.’s proprietary web or mobile application operated by Head Health; commonly referred to as MENT ™ Protocol. Personal Data. Personal Data means information about a living individual who can be identified from the information (or from those and other information either in our possession or likely to come into our possession); Shared Data. Aggregate data of users at any one time or over time to collect and report usage, detect trends, analyze behavior, or outcomes typically through statistical, mathematical, or algorithmic means. Restricted Data. Restricted Data is information associated with account openings such as passwords, emails, addresses, and usernames, including information or credentials obtained from third-party login mechanisms including, but not limited to, Facebook, Google, or Twitter; Usage Data. Usage Data is data collected automatically, either generated by the use of Services or from the infrastructure of the Program, Site, or application itself (for example, the duration of a page visit); Cookies. Cookies are small files stored on your device (computer or mobile device). Third Parties. Third Parties are companies, government entities, individuals, or professional organizations outside of the direct control, agency, or ownership of the Company.
COLLECTION OF DATA.
We primarily collect two kinds of data: Restricted Data and Shared Data. Shared Data is viewable to those not registered to join MENT ™ Protocol. We may report publicly Shared Data in aggregate, such as the number of patients on a particular treatment or the number of patients experiencing a particular symptom. Restricted Data is not automatically shared with, sold to, or displayed for other users or Third Parties. Some information is also collected from Cookies. Shared Data is the information You provide the Program to customize your experience regarding biological or daily events when you create an account, an account profile, or register within the MENT ™ Protocol in order to customize Services or information provided to US in surveys we conduct. For example, You can customize your MENT ™ Protocol experience by recording biographical information, such as: Gender, Age (deduced from your birth date), location (city, state, and country).
(a) EXPERIENCE DATA. Full use of the Program requires that you record information related to your migraines, such as your pain intensity, your pain location, your symptoms, your triggers, your medication, your reliefs, your menstruation, etc.
(b) PUBLIC DATA. For Users benefit, Company may facilitate or provide an online community and public forum, and users acknowledge and accept that any information shared through free text fields (e.g. forum, treatment evaluations, surveys, annotations, journals, feeds, adverse event reports) or images might be connected to users’ Shared Data (which may be shared with, sold to, or displayed for others). The personal notes that you can record within MENT ™ Protocol, however, shall be deemed Restricted Data.
While using our Program, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you ("Personal Data"). Personally identifiable information may include, but is not limited to: (a) Email address, (b) First name and last name, (c) Phone number, (d) Address, State, Province, ZIP/Postal code, City; or (e) Cookies and Usage Data. We may also use your Personal Data to contact you with newsletters, marketing or promotional materials regarding relevant services and/or other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send or by contacting us.
Information and data used in the registration processes of Our program (usernames, addresses, location), any personal notes that You can record in MENT ™ Protocol, personally identifiable information solicited by the Company or Program, are typically deemed Restricted Data under this Agreement.
When you access the Program with a mobile device or web browser, we may collect certain information automatically, including, but not limited to, the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data ("Usage Data").
TRACKING COOKIES DATA.
USE OF DATA.
Head Health uses the collected data for various purposes: (a) to provide and maintain our Program, (b) to notify you about changes to our Program and services, (c) to allow you to participate in interactive features of our Program when you choose to do so, (d) to provide customer support, (e) To gather analysis or valuable information so that we can improve our Program, (f) to monitor the usage of our Program, (g) To detect, prevent and address technical issues, (h) to provide you with news, special offers and general information about other goods, services or events (i) and for sale to Third Parties; subject to restrictions in this Agreement.
DATA WE MAY PROVIDE TO THIRD PARTIES.
Third Parties may either compensate, not compensate, or compel the Company for the disclosure of User Data, Shared Data, Usage Data, information from Cookies, and to the extent required by law, court order, or legislation, some or all, of Your Restricted Data. You consent to all such disclosures to Third Parties.
TRANSFER OF DATA.
DISCLOSURE OF PERSONAL DATA.
We may disclose your Personal Data in the good faith belief that such action is necessary to:
(a) to comply with a legal obligation, (b) to protect and defend the rights or property of Head Health, (c) to prevent or investigate possible wrongdoing in connection with the Program, (d) to protect the personal safety of users of the Program or the public, (e) to protect against legal liability.
SECURITY OF DATA.
The security of your data is important to us but Client recognizes that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.
We may employ third party companies and individuals to facilitate our Program ("Service Providers"), provide the Program on our behalf, perform Program-related services or assist us in analyzing how our Program is used. These third parties may have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.
LINKS TO OTHER SITES.
Our Program does not address anyone under the age of 18 ("Children"). We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we can take steps to remove that information from our servers.
It is the policy of the Company to adopt, maintain and comply with our privacy practices of customer and end-user data, which shall be consistent with HIPAA/HITRUST, California and EU GDPR laws.
ASSIGNING PRIVACY AND SECURITY RESPONSIBILITIES
It is the policy of the Company that privacy protections extend to information concerning deceased individuals.
MINIMUM NECESSARY USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION
It is the policy of the Company that for all routine and recurring uses and disclosures of PHI (except for uses or disclosures made 1) to or as authorized by the customer, client or end-user or 2) as required by law for HIPAA/HITRUST/GDPR compliance such uses and disclosures of protected health information must be limited to the minimum amount of information needed to accomplish the purpose of the use or disclosure. It is also the policy of the Company that non-routine uses and disclosures will be handled pursuant to established criteria. It is also the policy of the Company that all requests for protected health information (except as specified above) must be limited to the minimum amount of information needed to accomplish the purpose of the request.
PROHIBITED ACTIVITIES-NO RETALIATION OR INTIMIDATION
It is the policy of the Company that no employee or contractor may engage in any intimidating or retaliatory acts against persons who file complaints or otherwise exercise their rights under HIPAA/GDPR regulations. It is also the policy of the Company that no employee or contractor may condition payment on the provision of an authorization to disclose protected health information except as expressly authorized under federal and state regulations.
It is the policy of the Company that the responsibility for designing and implementing procedures to implement this policy lies with the Privacy Official.
VERIFICATION OF IDENTITY
It is the policy of the Company that the identity of all persons who request access to protected health information be verified before such access is granted.
It is the policy of the Company that the effects of any unauthorized use or disclosure of protected health information be mitigated to the extent possible.
It is the policy of the Company that appropriate physical safeguards will be in place to reasonably safeguard protected health information from any intentional or unintentional use or disclosure that is in violation of the HIPAA Privacy Rule.
It is the policy of the Company that business associates must be contractually bound to protect health information to the same degree as set forth in this policy. It is also the policy of the Company is organization that business associates who violate their agreement will be dealt with first by an attempt to correct the problem, and if that fails by termination of the agreement and discontinuation of services by the business associate.
TRAINING AND AWARENESS
It is the policy of the Company that all members of our workforce have been trained by the compliance date on the policies and procedures governing protected health information and how the Company complies with the HIPAA Privacy and Security Rules, HITRUST and GDPR rules. It is also the policy of the Company that new members of our workforce receive training on these matters within a reasonable time after they have joined the workforce. It is the policy of the Company to provide training should any policy or procedure related to the HIPAA Privacy and Security Rule materially change. This training will be provided within a reasonable time after the policy or procedure materially changes. Furthermore, it is the policy of the Company that training will be documented indicating participants, date and subject matter.
RETENTION OF RECORDS
It is the policy of the Company that the HIPAA Privacy Rule records retention requirement of seven years will be strictly adhered to. All records designated by HIPAA in this retention requirement will be maintained in a manner that allows for access within a reasonable period of time. This records retention time requirement may be extended at this Company’s discretion to meet with other governmental regulations or those requirements imposed by our professional liability carrier.
COOPERATION WITH PRIVACY OVERSIGHT AUTHORITIES
It is the policy of the Company that oversight agencies such as the Office for Civil Rights of the Department of Health and Human Services be given full support and cooperation in their efforts to ensure the protection of health information within this Company. It is also the policy of the Company that all personnel must cooperate fully with all privacy compliance reviews and investigations.
IV. YOUR BREACH OF THE TERMS OF THIS AGREEMENT.
YOU HEREBY WAIVE YOUR RIGHTS TO A TRIAL BY JURY. TO THE EXTENT ALLOWED BY LAW, YOU WAIVE PERSONAL SERVICE AND ACCEPT SERVICE OF PROCESS BY REGULAR, CERTIFIED, OR ELECTRONIC MAIL.
ELECTRONIC SIGNATURE AND SERVICE.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CLAIMS UNDER THIS AGREEMENT OR USE OF SERVICES.
Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Head Health, Inc. products or Services) must be commenced within one (1) year after the claim or cause of action arises. Any failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision, right, or claim We may have under this Agreement. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Head Health, Inc. may assign its rights, claims, and duties under this Agreement to any party at any time without notice to you.
LIMITATION OF CLAIMS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE 12 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING FROM YOUR USE OF THIS SITE, SERVICES, OR PROGRAM.
Company reserves the right to terminate your use of the Service and/or the Site. To ensure that Company provides a high quality experience for you and for other users of the Site and the Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service.
TERMINATION OF RIGHTS.
WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
You agree to indemnify, defend, and hold harmless Head Health, Inc., its officers, directors, employees, agents, licensors, Service Providers and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms and conditions or any activity related to your account or use of the Program (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.
In the event We need to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover all costs, including its reasonable or actual attorney fees and costs, incurred in connection with such litigation, mediation, or arbitration.
If the terms of this Agreement are acceptable, please sign the acceptance below. By doing so, the Client acknowledges that: (1)he/she has received a copy of this agreement; (2)he/she has had an opportunity to discuss the contents with Us and, if desired, to have it reviewed by an attorney; and (3) the client understands, accepts and agrees to abide by the terms hereof.
If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not access, download, or use the Application or Site. The Application is licensed, not sold, to you by Head Health, Inc. for use strictly in accordance with the terms of this Agreement.