Terms of Use

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Agreement and Terms

These Terms of Use (“Terms”) describe the rules for using Antidote’s Guided Digital Therapy Program (“Program”). The Program is intended for a United States audience.

By using the Program, you agree to these Terms and our Privacy Policies. We may change these Terms at any time, and such changes will be posted on the Program, with the date of the last revision listed as the “Effective Date” at the bottom of these Terms. Any modifications will be effective immediately upon such posting. By continuing to use the Program, you consent to any changes to our Terms.

Your affirmative act of using the Program constitutes your electronic signature to these Terms and your consent to enter into this agreement electronically. You may print and retain a copy of these Terms. To print, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device.

Important Note Regarding Content of Digital Property

The information and content (collectively, “Content”) of the Program is for general educational information only. The Program is not a substitute for a health care provider. The Program does not recommend any health care service, supply, or treatment for you. You should call your health care provider if you have questions, at any time, about your health.

The Content should not be considered financial advice, legal advice, or tax advice.

You are responsible for protecting your username (e.g., the email address and password that you provide when registering for The Program) or other activation codes, and if they are compromised, you agree to change your username and password and immediately Contact Us.

Restrictions on Use of the Program

You Will Not:

Use our The Program or Content in any way not expressly permitted by these Terms;
Copy, modify or harvest data, Content, or materials from the Program;
remove or alter, any copyright or other proprietary rights or notices on the Program;
Misrepresent your identity or provide any false information;
Interfere with the operation of the Program;
Share any password with any third parties or use any third-party’s password;
Engage in commercial, competitive, or viral messaging, or sending of unsolicited advertisements, or similar communications, including harmful computer code, viruses, or malware;
Use the Program in any way that could, in our sole judgment, interfere with any other party's use or enjoyment of the Program, impair our networks or servers, or expose us or any third party to any claims or liability whatsoever, or use software or other means to access, "scrape," "crawl," or "spider," any web pages or other services from the Program. If you are blocked from the Program (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking;
Directly or indirectly authorize anyone else to take actions prohibited in this section; or
Attempt to reverse engineer any of the software used to provide the Program.

You Agree That:

You will comply with all applicable laws and regulations;
You represent and warrant that you are at least 18 years of age, and that, if you are between 13 and the age of majority in your state and otherwise not emancipated, a parent and/or guardian agrees to these Terms on your behalf; and
We may take any measures we deem appropriate, in our sole discretion and permitted by law, to enforce these Terms.

Posting Messages, Comments or Content

You Will Not:

Post any improper or inappropriate content, including that which is obscene, libelous, harassing, threatening, harmful, inflammatory, invasive of privacy, or otherwise objectionable, constitutes advertising or solicitation, or violates applicable law.

You Agree That:

Any content posted to the Program by third parties is only the opinion of the poster, is no substitute for your own research, and should not be relied upon for any purpose;
You are solely responsible for the content of any postings that you submit. Any content you submit will be routed through the Internet and you understand and acknowledge that you have no expectation of privacy regarding that content. Never assume that you are anonymous and cannot be identified by your posts;
You grant the Company and any of its sublicensees the right to use the name that you submit in connection with such content if they choose; and
You represent and warrant that you own or otherwise control all the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify the Company or its affiliates for all claims resulting from any content that you supply.

License to Use the Program and Content Ownership

Subject to these Terms, the Company grants you a personal, non-commercial, non-transferable, non-exclusive, revocable, limited license to view the content on the Program for your individual use. All rights, title, and interest in and to the Program, including the Content, and all intellectual property rights, including all copyright, trademark, patent, and trade secret rights will remain with the Company and our licensors and vendors. No ownership interest is transferred to you or any other entity by virtue of making the content available on the Program, granting you a license to use the Program, or your entering into this Agreement.

We may terminate this license at any time for any reason. If you breach any of these Terms, your license to the Program and its content terminates immediately. Upon the termination of this license, you must stop using the Program, including all content, and return or destroy all copies, including electronic copies, of the content in your possession or control.

Links‍

While using the Program, you may go to a link to other online websites, mobile websites, platforms, services, and applications (“Weblinks”) and leave the Program. For your convenience, we provide Weblinks to other online content or sites that may contain information that may be useful or interesting to you. We do not endorse, nor are responsible for, the content, accuracy, or accessibility of the content of Weblinks operated by third parties. You are solely responsible for your dealings with such third parties and should review the Terms and privacy policies of such third parties.

No Warranty

Nothing within these Terms should be meant or implied to be a warranty. You use the Program at your own risk. We do not guarantee the accuracy, completeness, timeliness, correctness, or reliability of any content available through the Program. The Program is provided to you when available and is provided on an “as is” basis. We make no representation that use of the Program will be uninterrupted or error-free, or free of viruses or other harmful components.

Some states do not allow a Terms of Use to have a “no-warranties” provision, and even though these Terms make no warranty, if your state does not allow this type of limitation, this paragraph will not apply to you.

Limitation of Liability

You agree that we have no liability for any loss arising out of or relating to: the Program; any third-party site or program accessed through the Program; Any acts or omissions by us or any third party; and/or your access or use of the Program. This limitation of liability includes any claim based on warranty, contract, tort, strict liability, or any other legal theory.

This limitation of liability does not apply if you are a New Jersey resident. With respect to residents of New Jersey, any released parties are not liable for any damages unless such damages are the result of our negligent or reckless acts or omissions; and any released parties are not, in any case, liable for indirect, incidental, special, consequential, or punitive damages.

Other states may also limit liability. If your state does not allow this type of limitation, one or more of the limitations above may not apply to you.

Indemnification

You agree to defend, indemnify, and hold harmless any released parties from any claim by third parties, including reasonable attorneys' fees for counsel of our own choosing, arising out of, or related to your breach of the Terms or any copyright infringement, misappropriation, misuse, gross negligence, intentional misconduct, or violation of applicable law relating to your use of the Program or its content. You may not transfer or assign any rights or obligations under this Agreement. In any litigation, you will cooperate with us in asserting any available defenses.

Governing Law and Statute of Limitations

You agree that Delaware law governs these Terms and any claim or dispute that you may have against us, and you agree to the jurisdiction and venue of the state and federal courts in Delaware for any dispute involving the Company or its employees, officers, directors, agents, and providers.

Unless you are a resident of New Jersey, you must initiate any cause of action within one year after the claim has arisen, or you will be barred from pursuing any cause of action. The United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.

Termination

We may cancel, suspend, or block your use of the Program and/or registration at any time, without cause and/or without notice. You agree that we will not be liable to you or any other party for any termination of your access to the Program in accordance with these Terms.

Severability

If any provision of these Terms is held to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, the remaining portions of the Terms will be determined without the unenforceable or invalid provision. All other Terms will remain in full force and effect.

Miscellaneous

These Terms, and any supplemental terms, policies, rules, and guidelines posted in the Program, constitute the entire agreement between you and us in connection with the Program and supersede all previous written or oral agreements. You acknowledge that we have the right to seek, at your expense, an injunction to stop or prevent a breach of your obligations. No waiver by us will have effect unless such waiver is set forth in writing and signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default.

Mobile Devices and Applications

The following additional terms apply to your access to or use of any mobile application in connection with the Program (together with all information and software associated therewith, the "Application" or "Applications") through any mobile device (such as tablets, mobile phones, etc.), and are "Additional Terms" as defined above.

Rights Granted to You

We grant you a limited, non-exclusive, revocable, non-transferable license to download, install and use the Program solely for your personal, non-commercial use on a mobile or tablet device owned or controlled by you and only in accordance with the Terms. Other than the limited rights granted in the immediately preceding sentence, no other rights are granted to you. This is only a license, and not a sale of, the Applications to you.

Additional Restrictions and Notices

You agree that you will not remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Applications. You acknowledge that we may issue an upgraded version of the Applications and may automatically upgrade the Application that you are using. You consent to such automatic upgrading and agree that these Terms shall govern all such upgrades. Our Applications or the Program may include third-party code and other software, which is governed by the applicable open source or third-party end user license agreement, if any, that authorizes the use of such code.

Third-Party Terms

You agree to comply with all applicable terms, conditions and agreements between you and any third party that provides products or services that facilitate or enable your use of any Application, and you acknowledge and agree that your use of any Application may result in charges to you by those third parties in connection with the products and services they provide to you (such as data plan charges), and you will be solely responsible for any such charges.

Termination of Your Rights

Upon any termination of your rights hereunder, for any reason, you will immediately uninstall or delete the Applications and cease any further use of such Applications.

Special Notice for International Use/Export Controls

Any technology or software underlying the Applications or The Program that is available in connection with the provision of the Program and the transmission of applicable data (collectively, the “Software”), if any, is subject to United States export controls. No Software may be downloaded from the Applications or The Program or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Applications and/or The Program, including as it concerns online conduct and acceptable content.

Apple iOS Apps

If the Program that you use includes an Application that you download, access and/or use and that runs on Apple's iOS operating system (an “iOS App”), you acknowledge and agree that:

The iOS App may only be accessed and used on a device owned or controlled by you and using Apple's iOS operating system;
These Terms are between you and us, and not with Apple;
Apple has no obligation at all to provide any support or maintenance services in relation to the iOS App, and if you have any maintenance or support questions in relation to the iOS App, please contact Company, not Apple;
Except as otherwise expressly set forth in these Terms, any claims relating to the possession or use of the iOS App are between you and us (and not between you, or anyone else, and Apple);
·In the event of any claim by a third party that your possession or use (in accordance with these Terms) of the iOS App infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and
Although these Terms are entered into between you and Company (and not Apple), Apple, as a third-party beneficiary under these Terms, will have the right to enforce these terms against you.

In addition, you represent and warrant that:

You are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country;
You are not listed on any United States Government list of prohibited or restricted parties; and
If the iOS App does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the iOS App (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the iOS App and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the iOS App or as a result of you or anyone else using the iOS App or relying on any of its content.

Google Apps

If the Program that you use includes an Application that you download, access, and/or use from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and us only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) we, and not Google, are solely responsible for our Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Terms as it relates to our Google-Sourced Software.

Survival and Assignment

Your obligations under the following sections survive termination of this Agreement: Agreement and Terms; Important Note Regarding Content of Digital Property; License to Use the Program and Content Ownership; Restrictions on Use of The Program; Posting Messages, Comments or Content; Links; No Warranty; Limitation of Liability; Indemnification; Governing Law and Statute of Limitations; Termination; Severability; Miscellaneous; Additional Product Information; and Mobile Devices and Applications. You may not transfer or assign any rights or obligations under this Agreement. The Company may transfer or assign its rights and obligations under this Agreement.

Contact Us

If you have questions regarding these Terms, contact us at support@antidotehealth.com.‍

Last Updated Date: July 11, 2023