Terms of Service
Terms of Service
Last modified: February 16th, 2024
Last modified: February 16th, 2024
Please read these Terms of Use carefully and completely before using www.counselhealth.com or
any services or goods provided through or in connection with the website or by Counsel, Inc. or
one of its subsidiaries, affiliates, or associated medical organizations (collectively,
“we,” “us,” or “Counsel”). All of the Counsel websites, locations, and services/goods are collectively referred o as the “Service” as further described in this Agreement. These Terms of Use (“Terms of Use”
or “Agreement”) include the terms below together with the Privacy Policy and any other documents they expressly incorporate. By clicking “I Accept” to this Agreement, or by using the Service (including any access to the Service), you expressly agree to be bound by this Agreement.
Please read these Terms of Use carefully and completely before using www.counselhealth.com or
any services or goods provided through or in connection with the website or by Counsel, Inc. or
one of its subsidiaries, affiliates, or associated medical organizations (collectively,
“we,” “us,” or “Counsel”). All of the Counsel websites, locations, and services/goods are collectively referred o as the “Service” as further described in this Agreement. These Terms of Use (“Terms of Use”
or “Agreement”) include the terms below together with the Privacy Policy and any other documents they expressly incorporate. By clicking “I Accept” to this Agreement, or by using the Service (including any access to the Service), you expressly agree to be bound by this Agreement.
THESE TERMS OF USE; (I) CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS ARE RESOLVED, AND (II) AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US OR OUR AGENTS TO BINDING AND FINAL ARBITRATION. IF YOU DO NOT UNDERSTAND THESE TERMS OF USE OR DO NOT AGREE TO THESE TERMS OF USE DO NOT USE ANY SERVICES PROVIDED BY COUNSEL.
WE RESERVE THE RIGHT TO CHANGE, ADD OR REMOVE PORTIONS OF THESE TERMS OF USE, THE PRIVACY POLICY, THE NOTICE OF PRIVACY PRACTICES, AND ANY DOCUMENTS INCORPORATED HEREIN AT ANY TIME AND AT OUR SOLE DISCRETION. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY CHANGES MEANS THAT YOU ACCEPT AND AGREE TO SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS OF USE PERIODICALLY FOR CHANGES.
THESE TERMS OF USE; (I) CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS ARE RESOLVED, AND (II) AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US OR OUR AGENTS TO BINDING AND FINAL ARBITRATION. IF YOU DO NOT UNDERSTAND THESE TERMS OF USE OR DO NOT AGREE TO THESE TERMS OF USE DO NOT USE ANY SERVICES PROVIDED BY COUNSEL.
WE RESERVE THE RIGHT TO CHANGE, ADD OR REMOVE PORTIONS OF THESE TERMS OF USE, THE PRIVACY POLICY, THE NOTICE OF PRIVACY PRACTICES, AND ANY DOCUMENTS INCORPORATED HEREIN AT ANY TIME AND AT OUR SOLE DISCRETION. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY CHANGES MEANS THAT YOU ACCEPT AND AGREE TO SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS OF USE PERIODICALLY FOR CHANGES.
1. Account Responsibility
1. Account Responsibility
Certain parts of the Services may require you to register and/or create an account. All information we collect about you in connection with the Services is subject to our then current Privacy Policy. You must provide Counsel with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You shall not use a false name, e-mail address or phone number or otherwise enter information with the intent to impersonate another person. You warrant that all information you submit to us is true and correct.
By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, including being contacted via email, text message (SMS), phone or other electronic means.
Your account may only be used for your personal use. You are responsible for all activities that occur under your account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify Counsel promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Services.
Certain parts of the Services may require you to register and/or create an account. All information we collect about you in connection with the Services is subject to our then current Privacy Policy. You must provide Counsel with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You shall not use a false name, e-mail address or phone number or otherwise enter information with the intent to impersonate another person. You warrant that all information you submit to us is true and correct.
By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, including being contacted via email, text message (SMS), phone or other electronic means.
Your account may only be used for your personal use. You are responsible for all activities that occur under your account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify Counsel promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Services.
2. General
2. General
Subject to the terms and conditions of this Agreement (including the Privacy Policy), and during the term of this Agreement, Counsel grants you a non-exclusive and non-transferable right to access and use the Services in accordance with the terms of this Agreement, and any documentation (online or otherwise) made available by Counsel to you describing the Services or any support provided for the Services (“Documentation”) solely for purposes of your personal use of the Services. “Services” means the Counsel services that are ordered or received by you (or provided to you under a free trial), and made available online by Counsel, including associated offline or mobile components, as described in the Documentation. “Services” exclude Content and Third-Party Technology. The Services are only available in the United States. The Services are enabled by technology, software and certain Content delivered electronically. Any use of the Service in breach of this Agreement, or that in our judgment threatens the security, integrity or availability of the Service, may result in immediate suspension of the Service, however we will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to such suspension. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved.
Subject to the terms and conditions of this Agreement (including the Privacy Policy), and during the term of this Agreement, Counsel grants you a non-exclusive and non-transferable right to access and use the Services in accordance with the terms of this Agreement, and any documentation (online or otherwise) made available by Counsel to you describing the Services or any support provided for the Services (“Documentation”) solely for purposes of your personal use of the Services. “Services” means the Counsel services that are ordered or received by you (or provided to you under a free trial), and made available online by Counsel, including associated offline or mobile components, as described in the Documentation. “Services” exclude Content and Third-Party Technology. The Services are only available in the United States. The Services are enabled by technology, software and certain Content delivered electronically. Any use of the Service in breach of this Agreement, or that in our judgment threatens the security, integrity or availability of the Service, may result in immediate suspension of the Service, however we will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to such suspension. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved.
3. Clinical Services
3. Clinical Services
The Services may include clinical services. All clinical Services are provided by Counsel Medical Group, P.A and its affiliated medical groups (collectively, “Medical Group”), which are independent medical groups with a network of United States based health care providers (each, a “Provider”) to provide clinical consultations, services, and/or treatment. Counsel Inc. provides administrative and management services to the Medical Group and facilitates their provision of clinical Services. Counsel Inc. and any subsidiary and affiliates that are not a Medical Group do not provide medical advice, care, and/or treatment. Clinical Services and practices may vary across Providers, and patients should contact Counsel Medical Group at support@counsel.health for all questions concerning medical care.
If you receive clinical Services, you may be required to sign the Medical Group’s Clinical Services and Practices Agreement. The Clinical Services and Practices Agreement is part of the Documentation as described herein.
The Services may include clinical services. All clinical Services are provided by Counsel Medical Group, P.A and its affiliated medical groups (collectively, “Medical Group”), which are independent medical groups with a network of United States based health care providers (each, a “Provider”) to provide clinical consultations, services, and/or treatment. Counsel Inc. provides administrative and management services to the Medical Group and facilitates their provision of clinical Services. Counsel Inc. and any subsidiary and affiliates that are not a Medical Group do not provide medical advice, care, and/or treatment. Clinical Services and practices may vary across Providers, and patients should contact Counsel Medical Group at support@counsel.health for all questions concerning medical care.
If you receive clinical Services, you may be required to sign the Medical Group’s Clinical Services and Practices Agreement. The Clinical Services and Practices Agreement is part of the Documentation as described herein.
4. AI Technology
4. AI Technology
a. Certain parts of the Services may use artificial intelligence programs and technologies (“AI
Technology”) designed to offer instant personalized answers to your questions about our health
services. AI Technology is new and evolving. Some AI Technology, including third party LLM
made available, allow users to submit queries or other prompts, and the AI Technology will
generate and return to you content,, data, or other information. You will be notified if a particular
program you are interacting with through the Services is run through AI Technology. Counsel AI
health coach/assistant is a generative AI feature that is intended to help you understand and
make progress towards your goals, provide ongoing product/ technical support, decipher
concepts and provide educational guidance, respond to health coaching , and integrate with the
rest of the Counsel experience.
b. You acknowledge and agree that, in addition to the limitations and restrictions set forth in this
Agreement, there are numerous limitations that apply with respect to AI Technology and the content, data, or any other information it generates, including that (i) it may contain errors or
misleading information and may not be accurate or reliable; (ii) AI Technology operates based
on predefined algorithms and lacks the ability to think creatively or generate entirely new ideas,
which may result in repetitive or formulaic content; (iii) AI Technology can struggle with
understanding the nuances of language, including slang, idioms, and cultural references, which
can result in generated content that is out of context or does not make sense; (iv) AI Technology
does not possess emotional intelligence and cannot understand or convey emotions in the
manner that a human can, potentially resulting in content that lacks empathy; (v) AI Technology
can perpetuate biases that are present in the data used to train them, which can result in
generated content that is discriminatory or offensive; (vi) AI Technology has limitations in
handling tasks that require complex reasoning, judgment, and decision-making skills; and (vii)
AI Technology require large amounts of data to train and generate content, and the data used to
train AI Technology may be of poor quality or biased, which will negatively impact the accuracy
and quality of the generated content, recommendations, data, or other information.
c. You will use independent judgment and discretion before relying on or otherwise using the
content, recommendations, data, or other information generated by AI technologies like LLMs.
Any content, recommendations, data, or other information generated is for informational
purposes only and is not a substitute for advice from a qualified professional. Any content, data,
recommendation, or other information is not intended as a substitute for professional medical
advice, diagnosis, or treatment. Large language models are known to hallucinate and at times
return false information. The use of any LLM related product is at your own risk. Always consult
a qualified healthcare provider for personalized advice regarding your health and well-being. A
Provider from Counsel Medical will be available to provide additional support if needed.
a. Certain parts of the Services may use artificial intelligence programs and technologies (“AI
Technology”) designed to offer instant personalized answers to your questions about our health
services. AI Technology is new and evolving. Some AI Technology, including third party LLM
made available, allow users to submit queries or other prompts, and the AI Technology will
generate and return to you content,, data, or other information. You will be notified if a particular
program you are interacting with through the Services is run through AI Technology. Counsel AI
health coach/assistant is a generative AI feature that is intended to help you understand and
make progress towards your goals, provide ongoing product/ technical support, decipher
concepts and provide educational guidance, respond to health coaching , and integrate with the
rest of the Counsel experience.
b. You acknowledge and agree that, in addition to the limitations and restrictions set forth in this
Agreement, there are numerous limitations that apply with respect to AI Technology and the content, data, or any other information it generates, including that (i) it may contain errors or
misleading information and may not be accurate or reliable; (ii) AI Technology operates based
on predefined algorithms and lacks the ability to think creatively or generate entirely new ideas,
which may result in repetitive or formulaic content; (iii) AI Technology can struggle with
understanding the nuances of language, including slang, idioms, and cultural references, which
can result in generated content that is out of context or does not make sense; (iv) AI Technology
does not possess emotional intelligence and cannot understand or convey emotions in the
manner that a human can, potentially resulting in content that lacks empathy; (v) AI Technology
can perpetuate biases that are present in the data used to train them, which can result in
generated content that is discriminatory or offensive; (vi) AI Technology has limitations in
handling tasks that require complex reasoning, judgment, and decision-making skills; and (vii)
AI Technology require large amounts of data to train and generate content, and the data used to
train AI Technology may be of poor quality or biased, which will negatively impact the accuracy
and quality of the generated content, recommendations, data, or other information.
c. You will use independent judgment and discretion before relying on or otherwise using the
content, recommendations, data, or other information generated by AI technologies like LLMs.
Any content, recommendations, data, or other information generated is for informational
purposes only and is not a substitute for advice from a qualified professional. Any content, data,
recommendation, or other information is not intended as a substitute for professional medical
advice, diagnosis, or treatment. Large language models are known to hallucinate and at times
return false information. The use of any LLM related product is at your own risk. Always consult
a qualified healthcare provider for personalized advice regarding your health and well-being. A
Provider from Counsel Medical will be available to provide additional support if needed.
5. Service Access and Changes
5. Service Access and Changes
We reserve the right to withdraw or amend the Services or materials we provide in connection with the Services at any time in our sole discretion. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Services. We also may update the Services’ Content from time to time. While we make reasonable efforts to maintain current information, we cannot guarantee that the Services’ Content is complete or up to date.
We reserve the right to withdraw or amend the Services or materials we provide in connection with the Services at any time in our sole discretion. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Services. We also may update the Services’ Content from time to time. While we make reasonable efforts to maintain current information, we cannot guarantee that the Services’ Content is complete or up to date.
6. Acceptable Use
6. Acceptable Use
You agree to comply with the following at all times while using the Service. You will not:
• Violate our Privacy Policy or the legal rights (including the rights of publicity and privacy) of others;
use the Service for gambling, adult entertainment, sexually explicit or other similar business;
• upload any material depicting or promoting sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age or that could otherwise give rise to any civil or criminal liability under applicable laws;
• impersonate any other person, or misrepresent your identity or affiliation with any person or organization;
• conduct yourself in a vulgar, offensive, defamatory, harassing or objectionable manner;
• copy, reproduce, create derivative works of, or distribute any Services, copyrights, or Trademarks;
• infringe on any patent, trademark, trade secret, copyright or other intellectual property rights of any other person or infringe a copyright in direct violation of the Digital Millennium Copyright Act (“DMCA”) or any similar legislation;
• remove or modify any copyright, trademark or other proprietary rights notice on the Service or on any materials printed or copied off of the Service;
• resell, import or export, directly or indirectly, the software associated with the Service;
• create a risk to public safety or health in general or to any individual’s health and safety;
• engage in any activity that interferes with or disrupts the Services or Software;
• upload or otherwise send or transmit any material that contains viruses or any other harmful computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment associated with the Services;
• reverse engineer, attempt to access or access any source code, algorithms, methods or techniques used in the Services;
• interfere with the servers or networks connected to the Service or violate any of the procedures, policies or regulations of networks connected to the Service;
• attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
• use the Services to create unsolicited email and/or SPAM (including any conduct that would violate the CAN-SPAM Act of 2003 or similar legislation);
• record, process, or mine information about other users;
• use any robot, spider, service search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Service or any Content of the Service;
• permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit;
• modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service; or
• use the Services to facilitate IRC, Egg Drops, BNC, or IRC bots, proxies, game servers, or any online gambling services.
DO NOT USE THE SERVICES FOR EMERGENCIES. Our Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on our Services.
You agree to comply with the following at all times while using the Service. You will not:
• Violate our Privacy Policy or the legal rights (including the rights of publicity and privacy) of others;
use the Service for gambling, adult entertainment, sexually explicit or other similar business;
• upload any material depicting or promoting sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age or that could otherwise give rise to any civil or criminal liability under applicable laws;
• impersonate any other person, or misrepresent your identity or affiliation with any person or organization;
• conduct yourself in a vulgar, offensive, defamatory, harassing or objectionable manner;
• copy, reproduce, create derivative works of, or distribute any Services, copyrights, or Trademarks;
• infringe on any patent, trademark, trade secret, copyright or other intellectual property rights of any other person or infringe a copyright in direct violation of the Digital Millennium Copyright Act (“DMCA”) or any similar legislation;
• remove or modify any copyright, trademark or other proprietary rights notice on the Service or on any materials printed or copied off of the Service;
• resell, import or export, directly or indirectly, the software associated with the Service;
• create a risk to public safety or health in general or to any individual’s health and safety;
• engage in any activity that interferes with or disrupts the Services or Software;
• upload or otherwise send or transmit any material that contains viruses or any other harmful computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment associated with the Services;
• reverse engineer, attempt to access or access any source code, algorithms, methods or techniques used in the Services;
• interfere with the servers or networks connected to the Service or violate any of the procedures, policies or regulations of networks connected to the Service;
• attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
• use the Services to create unsolicited email and/or SPAM (including any conduct that would violate the CAN-SPAM Act of 2003 or similar legislation);
• record, process, or mine information about other users;
• use any robot, spider, service search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Service or any Content of the Service;
• permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit;
• modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service; or
• use the Services to facilitate IRC, Egg Drops, BNC, or IRC bots, proxies, game servers, or any online gambling services.
DO NOT USE THE SERVICES FOR EMERGENCIES. Our Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on our Services.
7. Privacy
7. Privacy
We treat your Personal Information in accordance with our Privacy Policy, including our Health Information Privacy Policy, which is incorporated herein.
We treat your Personal Information in accordance with our Privacy Policy, including our Health Information Privacy Policy, which is incorporated herein.
8. Term and Termination
8. Term and Termination
The term of this Agreement will begin upon your successful registration for the Services and will continue indefinitely unless terminated by either party as permitted herein.
You acknowledge and agree that Counsel may suspend or terminate your access to the Services if you (a) breach any term of this Agreement, or (b) engage in any conduct that Counsel determines in its discretion may have an adverse effect on Counsel or its reputation.
Upon termination, you will no longer have access to the Services or other Content provided through the Services. In addition to termination, Counsel reserves the right to pursue any and all remedies available to it in the event of such a breach or conduct. Upon any termination, to retrieve your data please send an email to: support@counselhealth.com. We will store any health information or PII as required by applicable law.
The term of this Agreement will begin upon your successful registration for the Services and will continue indefinitely unless terminated by either party as permitted herein.
You acknowledge and agree that Counsel may suspend or terminate your access to the Services if you (a) breach any term of this Agreement, or (b) engage in any conduct that Counsel determines in its discretion may have an adverse effect on Counsel or its reputation.
Upon termination, you will no longer have access to the Services or other Content provided through the Services. In addition to termination, Counsel reserves the right to pursue any and all remedies available to it in the event of such a breach or conduct. Upon any termination, to retrieve your data please send an email to: support@counselhealth.com. We will store any health information or PII as required by applicable law.
9. Minors
9. Minors
In order to create an account, you must be of the legal age to enter into a contract (i.e. be 18 in most states, or be an emancipated minor). The Services are available for use by children (under 18 years of age), but children are not authorized to create an account with us and may not use the Services without the supervision and verifiable consent of a parent or legal guardian.
IF YOU ARE A PARENT OR GUARDIAN ACCEPTING THESE TERMS ON BEHALF OF A MINOR YOU ALSO REPRESENT AND WARRANT THAT YOU HAVE READ AND AGREE TO THESE TERMS ON BEHALF OF THE MINOR AND ON YOUR OWN BEHALF. AS A PARENT OR GUARDIAN OF A MINOR USING THE SERVICES YOU ALSO ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE SERVICES ARE SUBJECT TO THIS AGREEMENT.
In order to create an account, you must be of the legal age to enter into a contract (i.e. be 18 in most states, or be an emancipated minor). The Services are available for use by children (under 18 years of age), but children are not authorized to create an account with us and may not use the Services without the supervision and verifiable consent of a parent or legal guardian.
IF YOU ARE A PARENT OR GUARDIAN ACCEPTING THESE TERMS ON BEHALF OF A MINOR YOU ALSO REPRESENT AND WARRANT THAT YOU HAVE READ AND AGREE TO THESE TERMS ON BEHALF OF THE MINOR AND ON YOUR OWN BEHALF. AS A PARENT OR GUARDIAN OF A MINOR USING THE SERVICES YOU ALSO ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE SERVICES ARE SUBJECT TO THIS AGREEMENT.
10. Electronic Communications
10. Electronic Communications
When you use the website Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. We may contact you by telephone, mail, or e-mail to verify your information. We may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Services. We reserve the right to suspend, discontinue, or deny your access to and use of our Services until you provide the information to us as requested.
When you use the website Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. We may contact you by telephone, mail, or e-mail to verify your information. We may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Services. We reserve the right to suspend, discontinue, or deny your access to and use of our Services until you provide the information to us as requested.
11. SMS Terms of Service
11. SMS Terms of Service
You agree that we may communicate with you via email, phone, text, or mail regarding the Services. Text messages and emails are not always secure because they travel over networks that We do not own or control. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and Counsel and/or the Medical Group.
You may opt out of certain types of electronic communications through your account or by following the unsubscribe instructions in any communication you receive from Counsel or the Medical Group. Your withdrawal of consent will be effective within a reasonable time after we receive notice of your withdrawal. We will need to send you certain communications electronically regarding the Services. You will not be able to opt out of those communications – e.g., communications regarding updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.
The Medical Group intends to provide high-quality medical care accessible via SMS text or secure messaging. In some instances, you may seek care for your specific physical condition. While we invite you to share information that is relevant to the Medical Group’s provision of care, please do not send photos of the private reproductive areas of your or your child’s body to us via text, secure messaging or email. We understand that the photos may be relevant to your condition, but we do not want photos of your or your child’s private reproductive areas falling into the wrong hands. In addition, some network providers have algorithms in place to detect child obscenity sent through SMS text or email; we do not want a well-intentioned photo to trigger an investigation for child obscenity (for us or you). We strongly encourage you to discuss the condition with a Provider before sending any photos and then only send photos as requested by the Provider.
You can cancel the SMS service at any time by contacting support@counselhealth.com. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies based on your responsiveness and program. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our privacy policy.
You agree that we may communicate with you via email, phone, text, or mail regarding the Services. Text messages and emails are not always secure because they travel over networks that We do not own or control. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and Counsel and/or the Medical Group.
You may opt out of certain types of electronic communications through your account or by following the unsubscribe instructions in any communication you receive from Counsel or the Medical Group. Your withdrawal of consent will be effective within a reasonable time after we receive notice of your withdrawal. We will need to send you certain communications electronically regarding the Services. You will not be able to opt out of those communications – e.g., communications regarding updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.
The Medical Group intends to provide high-quality medical care accessible via SMS text or secure messaging. In some instances, you may seek care for your specific physical condition. While we invite you to share information that is relevant to the Medical Group’s provision of care, please do not send photos of the private reproductive areas of your or your child’s body to us via text, secure messaging or email. We understand that the photos may be relevant to your condition, but we do not want photos of your or your child’s private reproductive areas falling into the wrong hands. In addition, some network providers have algorithms in place to detect child obscenity sent through SMS text or email; we do not want a well-intentioned photo to trigger an investigation for child obscenity (for us or you). We strongly encourage you to discuss the condition with a Provider before sending any photos and then only send photos as requested by the Provider.
You can cancel the SMS service at any time by contacting support@counselhealth.com. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies based on your responsiveness and program. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our privacy policy.
12. Fees
12. Fees
Service fees will be paid in accordance with your registration confirmation. You acknowledge that access to the Services may be suspended until payment is received in full. All Service fees are exclusive of any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale or use of the Services, excluding any taxes based on Counsel’s net income. By providing Counsel with your credit card number, PayPal, Venmo or Zelle account and associated payment information, you agree that we are authorized to immediately invoice your account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required.
In the event Counsel accepts payment from your health insurance or employer, you agree to assign your benefits to Counsel for payment under your policy. Absent such payment you remain financially responsible for any Services provided. You will be responsible for any deductible, co-insurance, co-pay or any Service(s) deemed a non-covered benefit by your insurance at the time the Services were rendered to you.
Service fees will be paid in accordance with your registration confirmation. You acknowledge that access to the Services may be suspended until payment is received in full. All Service fees are exclusive of any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale or use of the Services, excluding any taxes based on Counsel’s net income. By providing Counsel with your credit card number, PayPal, Venmo or Zelle account and associated payment information, you agree that we are authorized to immediately invoice your account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required.
In the event Counsel accepts payment from your health insurance or employer, you agree to assign your benefits to Counsel for payment under your policy. Absent such payment you remain financially responsible for any Services provided. You will be responsible for any deductible, co-insurance, co-pay or any Service(s) deemed a non-covered benefit by your insurance at the time the Services were rendered to you.
13. Intellectual Property Ownership
13. Intellectual Property Ownership
Except for the limited license and use rights expressly granted to you under this Terms of Use
during the Term, all title to and the rights in the Services, including any and all technology,
software and content, including ownership rights to patents (registrations, renewals, and
pending applications), copyrights, trademarks, trade secrets, the Counsel’s or third party
hardware, other technology, any derivatives of and all goodwill associated with the foregoing is
the exclusive property of the Counsel and/or third parties. You grant Us a worldwide, perpetual,
irrevocable, royalty-free license to use, modify and incorporate into the Services any suggestion,
enhancement request, recommendation, correction or other feedback provided by you relating
to the operation of the Services.
Except for the limited license and use rights expressly granted to you under this Terms of Use
during the Term, all title to and the rights in the Services, including any and all technology,
software and content, including ownership rights to patents (registrations, renewals, and
pending applications), copyrights, trademarks, trade secrets, the Counsel’s or third party
hardware, other technology, any derivatives of and all goodwill associated with the foregoing is
the exclusive property of the Counsel and/or third parties. You grant Us a worldwide, perpetual,
irrevocable, royalty-free license to use, modify and incorporate into the Services any suggestion,
enhancement request, recommendation, correction or other feedback provided by you relating
to the operation of the Services.
14. Trademarks
14. Trademarks
Trademarks, service marks, graphics, and logos used in connection with the Services are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks. You acknowledge and agree that all text, graphics, photographs, trademarks, logos, visual interfaces, artwork, computer code and all other related content contained on the Services are owned by Counsel or third parties and are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any reproduction, publication, further distribution or public exhibition of materials provided through the Services, in whole or in part, is strictly prohibited. Except as expressly provided in these Terms of Use, no part of the Services and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed or transmitted in any way (including “mirroring”) to any other computer, server, Services or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of Counsel.
Trademarks, service marks, graphics, and logos used in connection with the Services are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks. You acknowledge and agree that all text, graphics, photographs, trademarks, logos, visual interfaces, artwork, computer code and all other related content contained on the Services are owned by Counsel or third parties and are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any reproduction, publication, further distribution or public exhibition of materials provided through the Services, in whole or in part, is strictly prohibited. Except as expressly provided in these Terms of Use, no part of the Services and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed or transmitted in any way (including “mirroring”) to any other computer, server, Services or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of Counsel.
15. Subscription Policy
15. Subscription Policy
If you register for a subscription (“Subscription”), you expressly acknowledge and agree that (a) your Subscription automatically renews and Counsel (or our third-party payment processor) is authorized to charge you as disclosed to you at the time of purchase for your Subscription (in addition to any applicable taxes and other charges) for as long as your Subscription continues, and (b) your Subscription continues to automatically renew until you cancel it or we suspend or stop providing access to the Site in accordance with these Terms. Your Subscription type, current price, payment method, and next billing date will be confirmed in an acknowledgement email after you register. You will also receive a payment receipt each time your card on file is charged. When you register for a monthly Subscription, you may be obligated to an initial one-month, non-cancellable period (“Non-Cancellable Period”), as disclosed to you at the time of purchase. After the Non-Cancellable Period, you may cancel your Subscription at any time by contacting support@counsel.health and requesting a cancellation of your subscription. We reserve the right to change Subscription prices or this Subscription Policy at any time in our sole discretion. If prices or material terms of this Subscription Policy are changed, you will be notified by email prior to the change, and have the opportunity to cancel your Subscription before the next date you are charged.
If you register for a subscription (“Subscription”), you expressly acknowledge and agree that (a) your Subscription automatically renews and Counsel (or our third-party payment processor) is authorized to charge you as disclosed to you at the time of purchase for your Subscription (in addition to any applicable taxes and other charges) for as long as your Subscription continues, and (b) your Subscription continues to automatically renew until you cancel it or we suspend or stop providing access to the Site in accordance with these Terms. Your Subscription type, current price, payment method, and next billing date will be confirmed in an acknowledgement email after you register. You will also receive a payment receipt each time your card on file is charged. When you register for a monthly Subscription, you may be obligated to an initial one-month, non-cancellable period (“Non-Cancellable Period”), as disclosed to you at the time of purchase. After the Non-Cancellable Period, you may cancel your Subscription at any time by contacting support@counsel.health and requesting a cancellation of your subscription. We reserve the right to change Subscription prices or this Subscription Policy at any time in our sole discretion. If prices or material terms of this Subscription Policy are changed, you will be notified by email prior to the change, and have the opportunity to cancel your Subscription before the next date you are charged.
16. Confidentiality
16. Confidentiality
By accessing the Services, you will have access to certain of our Confidential Information. “Confidential Information” means information disclosed by Counsel or a third-party on Counsel’s behalf (collectively, “Disclosing Party”) to you (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including but not limited to methods, techniques, programs, devices and operations. Confidential Information does not include any information that (i) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (ii) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
You agree to: (i) only use Confidential Information as explicitly permitted in this Agreement; (ii) not disclose any Confidential Information of the Disclosing Party to any third party; and (iii) not disclose or use Confidential Information following the termination of the Service subscription, unless otherwise explicitly permitted herein. Each party agrees to take reasonable efforts to protect the Disclosing Party’s Confidential Information from disclosure to third parties, except as explicitly permitted herein, and apply commercially reasonable protective measures. Upon the Disclosing Party’s request, at any time, the Receiving Party agrees that it will promptly return or destroy all of copies of Confidential Information to the Disclosing Party except for information periodically stored as part of a standard back-up procedure. The Disclosing Party shall be entitled to injunctive relief in the event of any unauthorized use or disclosure, whether or not intentional, of its Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided that the Receiving Party notifies the Disclosing Party in advance of the compelled disclosure (to the extent legally permitted) and reasonable assistance in order to permit the Disclosing Party to contest such disclosure.
By accessing the Services, you will have access to certain of our Confidential Information. “Confidential Information” means information disclosed by Counsel or a third-party on Counsel’s behalf (collectively, “Disclosing Party”) to you (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including but not limited to methods, techniques, programs, devices and operations. Confidential Information does not include any information that (i) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (ii) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
You agree to: (i) only use Confidential Information as explicitly permitted in this Agreement; (ii) not disclose any Confidential Information of the Disclosing Party to any third party; and (iii) not disclose or use Confidential Information following the termination of the Service subscription, unless otherwise explicitly permitted herein. Each party agrees to take reasonable efforts to protect the Disclosing Party’s Confidential Information from disclosure to third parties, except as explicitly permitted herein, and apply commercially reasonable protective measures. Upon the Disclosing Party’s request, at any time, the Receiving Party agrees that it will promptly return or destroy all of copies of Confidential Information to the Disclosing Party except for information periodically stored as part of a standard back-up procedure. The Disclosing Party shall be entitled to injunctive relief in the event of any unauthorized use or disclosure, whether or not intentional, of its Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided that the Receiving Party notifies the Disclosing Party in advance of the compelled disclosure (to the extent legally permitted) and reasonable assistance in order to permit the Disclosing Party to contest such disclosure.
17. Content
17. Content
“Content” means information either: (i) created by Counsel and made available to you through the Services, or (ii) obtained by Counsel from publicly available sources or third-party content providers and made available to you through the Services. The Content that is not provided by a Counsel licensed provider is made available to you solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this Content. Any reliance you place on such Content is strictly at your own risk. The Content may include general information about health and wellness and certain health conditions. However, such Content should not be construed as providing any kind of medical advice or recommendation and should not be relied on as the basis for any clinical decision or action. Patients should not use such Content contained on the Services for independently diagnosing a health problem or disease. Medical advice should always be sought from a licensed, qualified medical practitioner.
“Content” means information either: (i) created by Counsel and made available to you through the Services, or (ii) obtained by Counsel from publicly available sources or third-party content providers and made available to you through the Services. The Content that is not provided by a Counsel licensed provider is made available to you solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this Content. Any reliance you place on such Content is strictly at your own risk. The Content may include general information about health and wellness and certain health conditions. However, such Content should not be construed as providing any kind of medical advice or recommendation and should not be relied on as the basis for any clinical decision or action. Patients should not use such Content contained on the Services for independently diagnosing a health problem or disease. Medical advice should always be sought from a licensed, qualified medical practitioner.
18. Third Party Links and Technology
18. Third Party Links and Technology
Any and all web-based, mobile, offline or other software application, technology or functionality, or any device or product, that is not provided by Counsel and made available to you, interoperates with, or is used by you in connection with a Service (“Third-Party Technology”) is provided solely as a convenience to you and not under our control. Counsel does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third-Party Technology. Counsel does not have any responsibility or liability to you for any Third-Party Technology which you access and use it at your own risk. Further, you agree to comply with any and all terms and conditions applicable to the use of Third-Party Technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third-Party Technology. We encourage you to review the terms of use and privacy policies applicable to such Third-Party Technology.
Any and all web-based, mobile, offline or other software application, technology or functionality, or any device or product, that is not provided by Counsel and made available to you, interoperates with, or is used by you in connection with a Service (“Third-Party Technology”) is provided solely as a convenience to you and not under our control. Counsel does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third-Party Technology. Counsel does not have any responsibility or liability to you for any Third-Party Technology which you access and use it at your own risk. Further, you agree to comply with any and all terms and conditions applicable to the use of Third-Party Technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third-Party Technology. We encourage you to review the terms of use and privacy policies applicable to such Third-Party Technology.
19. DISCLAIMER
19. DISCLAIMER
COUNSEL MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, COUNSEL (1) DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, AND (2) MAKES NO WARRANTY AS TO THE ACCURACY, INTEGRITY OR COMPLETENESS OF ANY CONTENT OR THAT CONTENT PROVIDED IS APPLICABLE TO, OR APPROPRIATE FOR YOUR PARTICULAR CONDITION OR USE OUTSIDE OF THE UNITED STATES. CONTENT AND THIRD-PARTY TECHNOLOGY ARE PROVIDED “AS IS, ” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.
COUNSEL MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, COUNSEL (1) DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, AND (2) MAKES NO WARRANTY AS TO THE ACCURACY, INTEGRITY OR COMPLETENESS OF ANY CONTENT OR THAT CONTENT PROVIDED IS APPLICABLE TO, OR APPROPRIATE FOR YOUR PARTICULAR CONDITION OR USE OUTSIDE OF THE UNITED STATES. CONTENT AND THIRD-PARTY TECHNOLOGY ARE PROVIDED “AS IS, ” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.
20. Limitation of Liability
20. Limitation of Liability
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL COUNSEL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SERVICES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COUNSEL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. If, notwithstanding the other provisions of these Terms of Use, Counsel is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services, Counsel’s liability will in no event exceed the amount of fees paid by you or your employer, health plan, pharmacy benefit manager or health care provider specifically in connection with your use of the Services during the preceding twelve (12) month period. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL COUNSEL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SERVICES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COUNSEL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. If, notwithstanding the other provisions of these Terms of Use, Counsel is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services, Counsel’s liability will in no event exceed the amount of fees paid by you or your employer, health plan, pharmacy benefit manager or health care provider specifically in connection with your use of the Services during the preceding twelve (12) month period. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
21. Indemnity
21. Indemnity
You agree to defend, indemnify, and hold Counsel, its officers, directors, partners, employees, contractors, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (i) any claim by a third party that your User Data infringes any intellectual property rights of such third party, and (ii) any violation by you of applicable law, and (iii) your use of the Services in violation of these Terms of Use.
You agree to defend, indemnify, and hold Counsel, its officers, directors, partners, employees, contractors, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (i) any claim by a third party that your User Data infringes any intellectual property rights of such third party, and (ii) any violation by you of applicable law, and (iii) your use of the Services in violation of these Terms of Use.
22. Void Where Prohibited
22. Void Where Prohibited
The Services are intended solely for users in the United States. The Services are not available to all persons or in all geographic locations. Any offer for any feature, product or service made on the Services is void where prohibited.
The Services are intended solely for users in the United States. The Services are not available to all persons or in all geographic locations. Any offer for any feature, product or service made on the Services is void where prohibited.
23. Governing Law
23. Governing Law
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware without regard to its conflicts of law provisions.
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware without regard to its conflicts of law provisions.
24. DISPUTE RESOLUTION AND ARBITRATION
24. DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS. We want you to be happy with Counsel’s Services. If, for some reason, we cannot resolve any concern you may have with our Services to your satisfaction, you and Counsel each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If we cannot resolve the dispute, you and Counsel agree that we will resolve the dispute through individual binding arbitration or small claims court, instead of courts of general jurisdiction.
Arbitration and Waiver of Class Action. Instead of suing in court, you and Counsel agree to arbitrate all Disputes (as defined below) on an individual, non-representative, basis. You agree that, by entering into this Agreement, you and Counsel are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted. In arbitration, there is no judge or jury. Instead, a neutral third-party arbitrator resolves Disputes in a less formal process than in court. In arbitration, there is limited discovery and a court review of the arbitrator’s decision is limited. However, just as a court would, the arbitrator must follow the Terms of Use and can award damages and relief, including any attorneys’ fees authorized by law.
Opt-Out. If you do not want to arbitrate Disputes with Counsel as set forth herein and you are an individual, you may opt out of this arbitration agreement by sending written notice to the following address within thirty (30) days of the date you first access or use the Services: 118 Indian Ln, Canton, MA 02021.
“Disputes” include, but are not limited to, any claims or controversies against each other in any way related to or arising out of our Services, these Terms of Use, or our Privacy Policy, even if the claim arises after Services have terminated. Disputes also include, but are not limited to, claims that: (a) you or an authorized or unauthorized user of the Services bring against our employees, agents, affiliates, or other representatives; (b) you bring against a third party that are based on, relate to, or arise out of in any way our Services or these Terms of Use; or (c) that Counsel brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and Counsel, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims or any other legal theory; (ii) claims that arose before this agreement or out of a prior agreement with Counsel; and/or (iii) claims that arise after the termination of these Terms of Use.
Dispute Notice and Dispute Resolution Period. Before initiating an arbitration or a small claims matter, you and Counsel each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to Counsel should be sent to: 118 Indian Ln, Canton, MA 02021.
Counsel will provide a Notice of Dispute to you by email to the address provided in your user account.
Counsel will provide you a designated representative to work with to try to resolve your Dispute to your satisfaction. You and Counsel agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Counsel may commence an arbitration proceeding or small claims action.
Arbitration Terms, Process, Rules and Procedures.
1) Unless you and Counsel agree otherwise, the arbitration will be conducted by a single, neutral arbitrator and will take place in the county where the Services were provided. The arbitration will be governed by either: (a) rules that we mutually agree upon; or (b) the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as modified by this agreement to arbitrate, including the rules about the filing, administration, discovery and arbitrator fees. The JAMS rules are available on its website at www.jamsadr.com. Notwithstanding any JAMS Rule to the contrary or any other provision in arbitration rules chosen, by agreement, to govern the arbitration, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide.
(2) The Federal Arbitration Act (“FAA”) applies to this Agreement and arbitration provision. We each agree that the FAA’s provisions—not state law—govern all questions of whether a Dispute is subject to arbitration. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply. However, nothing in this paragraph will require or allow you or Counsel to arbitrate on a class-wide, representative or consolidated basis.
(3) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND COUNSEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Counsel expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
(4) We each are responsible for our respective costs, including counsel, experts, and witnesses. Counsel will pay for any filing or case management fees associated with the arbitration and the professional fees for the arbitrator’s services.
(5) An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court with jurisdiction.
(6) As an alternative to arbitration, we may resolve Disputes in small claims court in the county where Services were provided. In addition, this arbitration agreement does not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against t Counsel on your behalf. The arbitrator will write an award explaining the decision and the findings and conclusions supporting it.
No Trial By Jury And No Class Action. IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTER-CLAIM OR ANY OTHER COURT PROCEEDING, WE EACH AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.
PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS. We want you to be happy with Counsel’s Services. If, for some reason, we cannot resolve any concern you may have with our Services to your satisfaction, you and Counsel each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If we cannot resolve the dispute, you and Counsel agree that we will resolve the dispute through individual binding arbitration or small claims court, instead of courts of general jurisdiction.
Arbitration and Waiver of Class Action. Instead of suing in court, you and Counsel agree to arbitrate all Disputes (as defined below) on an individual, non-representative, basis. You agree that, by entering into this Agreement, you and Counsel are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted. In arbitration, there is no judge or jury. Instead, a neutral third-party arbitrator resolves Disputes in a less formal process than in court. In arbitration, there is limited discovery and a court review of the arbitrator’s decision is limited. However, just as a court would, the arbitrator must follow the Terms of Use and can award damages and relief, including any attorneys’ fees authorized by law.
Opt-Out. If you do not want to arbitrate Disputes with Counsel as set forth herein and you are an individual, you may opt out of this arbitration agreement by sending written notice to the following address within thirty (30) days of the date you first access or use the Services: 118 Indian Ln, Canton, MA 02021.
“Disputes” include, but are not limited to, any claims or controversies against each other in any way related to or arising out of our Services, these Terms of Use, or our Privacy Policy, even if the claim arises after Services have terminated. Disputes also include, but are not limited to, claims that: (a) you or an authorized or unauthorized user of the Services bring against our employees, agents, affiliates, or other representatives; (b) you bring against a third party that are based on, relate to, or arise out of in any way our Services or these Terms of Use; or (c) that Counsel brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and Counsel, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims or any other legal theory; (ii) claims that arose before this agreement or out of a prior agreement with Counsel; and/or (iii) claims that arise after the termination of these Terms of Use.
Dispute Notice and Dispute Resolution Period. Before initiating an arbitration or a small claims matter, you and Counsel each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to Counsel should be sent to: 118 Indian Ln, Canton, MA 02021.
Counsel will provide a Notice of Dispute to you by email to the address provided in your user account.
Counsel will provide you a designated representative to work with to try to resolve your Dispute to your satisfaction. You and Counsel agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Counsel may commence an arbitration proceeding or small claims action.
Arbitration Terms, Process, Rules and Procedures.
1) Unless you and Counsel agree otherwise, the arbitration will be conducted by a single, neutral arbitrator and will take place in the county where the Services were provided. The arbitration will be governed by either: (a) rules that we mutually agree upon; or (b) the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as modified by this agreement to arbitrate, including the rules about the filing, administration, discovery and arbitrator fees. The JAMS rules are available on its website at www.jamsadr.com. Notwithstanding any JAMS Rule to the contrary or any other provision in arbitration rules chosen, by agreement, to govern the arbitration, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide.
(2) The Federal Arbitration Act (“FAA”) applies to this Agreement and arbitration provision. We each agree that the FAA’s provisions—not state law—govern all questions of whether a Dispute is subject to arbitration. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply. However, nothing in this paragraph will require or allow you or Counsel to arbitrate on a class-wide, representative or consolidated basis.
(3) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND COUNSEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Counsel expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
(4) We each are responsible for our respective costs, including counsel, experts, and witnesses. Counsel will pay for any filing or case management fees associated with the arbitration and the professional fees for the arbitrator’s services.
(5) An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court with jurisdiction.
(6) As an alternative to arbitration, we may resolve Disputes in small claims court in the county where Services were provided. In addition, this arbitration agreement does not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against t Counsel on your behalf. The arbitrator will write an award explaining the decision and the findings and conclusions supporting it.
No Trial By Jury And No Class Action. IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTER-CLAIM OR ANY OTHER COURT PROCEEDING, WE EACH AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.
25. No Waiver
25. No Waiver
The failure of Counsel to insist on or enforce strict performance of these Terms of Use will not be construed as a waiver by Counsel of any provision or any right it has to enforce these Terms of Use, nor will any course of conduct between Counsel and you or any other party be deemed to modify any provision of these Terms of Use.
The failure of Counsel to insist on or enforce strict performance of these Terms of Use will not be construed as a waiver by Counsel of any provision or any right it has to enforce these Terms of Use, nor will any course of conduct between Counsel and you or any other party be deemed to modify any provision of these Terms of Use.
26. Severability
26. Severability
The provisions of these Terms of Use are severable. The invalidity, in whole or in part, of any provision of these Terms of Use will not affect the validity or enforceability of any other of its provisions. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use will remain in full force and effect.
The provisions of these Terms of Use are severable. The invalidity, in whole or in part, of any provision of these Terms of Use will not affect the validity or enforceability of any other of its provisions. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use will remain in full force and effect.
27. Export Compliance
27. Export Compliance
The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not use the Service in violation of any U.S. export law or regulation.
The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not use the Service in violation of any U.S. export law or regulation.
28. Assignment
28. Assignment
You shall not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Counsel’s prior written consent and any attempt to do so shall be void.
You shall not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Counsel’s prior written consent and any attempt to do so shall be void.
29. Entire Agreement
29. Entire Agreement
These Terms of Use, along with the then current version of the Privacy Policy, shall constitute
the entire agreement and understanding between us concerning the subject matter hereof and
supersedes all prior agreements and understanding of the parties with respect thereto. Except
as provided herein, any attempt to modify or supplement these this Agreement shall be void
unless agreed to in writing and signed by both parties.
These Terms of Use, along with the then current version of the Privacy Policy, shall constitute
the entire agreement and understanding between us concerning the subject matter hereof and
supersedes all prior agreements and understanding of the parties with respect thereto. Except
as provided herein, any attempt to modify or supplement these this Agreement shall be void
unless agreed to in writing and signed by both parties.
30. Disclosures
30. Disclosures
All Providers performing licensed clinical services through the Medical Group hold the professional licenses issued by the professional licensing boards or agencies in the states where they practice. All physicians hold advanced degrees in medicine and have undergone postgraduate training. You can report a complaint relating to the care provided by a Provider by contacting the professional licensing board in the state where the care was received. In the State of New York, complaints which relate to professional conduct should be made to the Office of Professional Misconduct (OPMC). You can find the contact information for each of the state professional licensing boards governing medicine on the Federation of State Medical Boards website. Any clinical records created as a result of your use of the Services will be securely maintained by Counsel on behalf of the Medical Groups for a period that is no less than the minimum number of years such records are required to be maintained under state and federal law, which is typically at least six years.
All Providers performing licensed clinical services through the Medical Group hold the professional licenses issued by the professional licensing boards or agencies in the states where they practice. All physicians hold advanced degrees in medicine and have undergone postgraduate training. You can report a complaint relating to the care provided by a Provider by contacting the professional licensing board in the state where the care was received. In the State of New York, complaints which relate to professional conduct should be made to the Office of Professional Misconduct (OPMC). You can find the contact information for each of the state professional licensing boards governing medicine on the Federation of State Medical Boards website. Any clinical records created as a result of your use of the Services will be securely maintained by Counsel on behalf of the Medical Groups for a period that is no less than the minimum number of years such records are required to be maintained under state and federal law, which is typically at least six years.
31. Contact Us
31. Contact Us
You may contact us regarding the Services or these Terms of Use by mail at 118 Indian Ln, Canton, MA 02021, or by email at support@counselhealth.com, or by phone at 713-492-6875.
© 2024 Counsel
You may contact us regarding the Services or these Terms of Use by mail at 118 Indian Ln, Canton, MA 02021, or by email at support@counselhealth.com, or by phone at 713-492-6875.
© 2024 Counsel
About Counsel Health
Counsel is a virtual medical practice specializing in messaging-based care. We provide patients unlimited access to medical advice from expert physicians.
2024 © Counsel Health, Inc.
About Counsel Health
Counsel is a virtual medical practice specializing in messaging-based care. We provide patients unlimited access to medical advice from expert physicians.
2024 © Counsel Health, Inc.