User Terms and Conditions

The following are the Terms and Conditions (the "Agreement") for the access to and use by any person ("User", "Client", “you” or "your") of an online Platform through which behavioral health services are provided (the "Platform"). The Platform may be provided, be accessible or be available via multiple websites, devices, platforms and other means, whether owned and/or operated by Carepaths, Inc. or by third parties, including, without limitation, the website carepaths.com.

By accessing or using the Platform, or by clicking a button or a box indicating that you have read and agree to these terms and conditions, you are entering into this Agreement. If you do not agree to be bound by any term of this Agreement, you should not sign up to the Platform or access the Platform.

When the terms “Platform”, "we", "us", "our" or similar are used in this Agreement, they refer to Carepaths, Inc. and any company that owns and/or operates the Platform, its affiliated companies and the shareholders, directors, officers, employees, consultants, contractors, subcontractors, agents, advisors, assignees and successors of the aforementioned companies.

The Providers and Platform Services

• The Platform matches you with a Provider based what you tell us about the issues you want to address and where you are located and what the Provider tells us about his or her licensure, qualifications, skills and areas of expertise. You and the Provider then communication via text messaging, video conferencing and other means at a secure website and the Providers provides behavioral health service including, but not limited to, therapy, counseling and advice(“Platform Services”).

• The Providers are independent behavioral health professionals. They are neither our employees, nor our agents, nor our representatives. Furthermore, we do not direct or supervise the Platform Services delivered by the Provider and assume no responsibility for any act, omission or doings of any Provider. Our role is strictly limited to facilitating the communication between you and the Provider and to enable the provision of the Platform Services. It is up to you to consider and decide whether these services are appropriate for you or not.

• We make no representation or warranty whatsoever as to (a) the willingness or ability of a Provider to give advice; (b) whether you will find the Platform Services relevant, useful, correct, satisfactory or suitable to your needs or (c) whether a Provider is categorized correctly or matched correctly to you.

• We do verify Provider credentials when they join the Platform and periodically thereafter, but the status of a Providers credentials can change over time and we do not represent or guarantee that Provider qualifications are current and valid at the time they deliver any particular service. We recommend you verify the suitability of any provider you are matched with on the Platform the same way you would verify the suitability of any healthcare provider you might consult. This could include online verification of the Provider's license or consulting with a trusted healthcare professional.

• As a service to Providers, the Platform may collect payment for services they deliver. This is a payment processing transaction and we will not be deemed as the Provider of any Platform Services regardless of payment. We may charge Providers for the use of the Platform and may deduct this amount from the monies we collect for the Provider.

Use of the Platform

• The Platform Services are not a complete substitute for a face-to-face examination and/or treatment by a licensed qualified professional. If you are in crisis or have reason believe you would be better serviced by face-to-face care, you should seek such care.

• IF YOU ARE THINKING ABOUT SUICIDE, ARE CONSIDERING TO TAKE ACTIONS THAT MAY CAUSE HARM TO YOUSELF OR OTHERS, OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU SHOULD SEEK EMREGENGY SERVICES. IN THE USA YOU CAN CALL 911 OR GO TO A HOSPITAL EMERGENCY DEPARTMENT. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED SITUATIONS.

• The Platform may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content, including but not limited to links to other websites. We have no responsibility over any such Third Party Content, including, but not limited to, any related products, practices, terms or policies, and will not be liable for any damage or loss caused by any Third Party Content.

• By Accepting TO THIS Agreement YOU ARE ALSO AGREEING TO THE TERMS OF THE Privacy Policy AVAILABLE AT https://www.carepaths.com (the “Privacy Policy”). The Privacy Policy IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT.

Further Disclaimer of Warranty

• You hereby release us and agrees to hold us harmless from any and all causes of action and claims of any nature resulting from the platform service of the platform, including (without limitation) any act, omission, opinion, response, advice, suggestion, information and/or service of any mental health professional or any other provider in a field requiring licensure and/or certification, who may be accessed through the platform.

• We do not review, recommend, endorse, evaluate or provide any guarantee, representation or warranty, and specifically disclaim all representation and warranties, with respect to (a) any provider; (b) any information about any provider including without limitation any qualifications, expertise, claims or background of any provider; (c) the platform services (whether through the platform or not) including without limitation any opinion, response, advice, recommendation, information or any other content written or said by a provider; (d) the content and the substance which are part of the platform services; (e) any other content or information posted on the platform or through the platform; (f) the validity, accuracy, availability, completeness, safety, legality, security, privact, quality or applicability of the platform and the platform services.

• The Platform IS PROVIDED "AS IS" AND THEREFORE YOU WILL NOT HAVE ANY CLAIM OR DEMAND AGAINST US. The use of THE Platform IS AT YOUR SOLE RISK. To THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY.

• Consultation with a Provider through the Platform cannot and does not replace face-to-face services with a professional. You are encouraged to verify the information provided by Providers on this Platform. Any reliance ON SUCH INFORMATION IS DONE AT THE YOUR FULL AND SOLE RISK AND LIABILITY.

• We do not assume, and will not be liable for: (a) the accuracy or availability of the platform or any part of the platform or (b) any damages, harm or injury arising from or related to the platform, the providers or the platform services.

• In the event of a dispute regarding any transaction conducted via the Platform, you hereby relieve us from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs or expenses, including, without limitation, court costs and attorneys' fees, which you may have against one or more of the above.

Limitation of Liability

• We shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.

• Our aggregate liability for damages arising with respect to this agreement and any and all use of the platform will not exceed the total amount of money paid by you through the platform in the 3 months period prior to the date of the claim.

• WE EXPLICITLY DISCLAIM ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION MADE BY A Provider, whether relating to Platform Services or not, in connection with your payment for Platform Services or otherwise. You aGREE, CONFIRM AND ACKNOWLEDGE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS WITH RESPECT TO ANY SUCH CLAIM.

• If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

• This section (limitation of liability) shall survive the termination or expiration of this Agreement.

Your account, representations, conduct and commitments

• You hereby confirm that you are at least 18 years old of age are legally able to enter into a contract.

• You hereby confirm and agree that all the information that you provided in or through the Platform is accurate, current and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.

• You are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.

• You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

• We will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

• You are solely and fully liable and responsible for all activities that are made by using your Account Access. We will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

• You agree and commit not to use the account or Account Access of any other person for any reason.

• Your use of the Platform, including the Platform Services, are for your own personal use only and that you are not using neither the Platform nor the Platform Services for or behalf of any other person or organization.

• You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

• You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right or intellectual property; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

• You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Providers and us.

• If you receive any file from us or from a Provider, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

• You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys' fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Platform Services) which were provided through the Platform; (e) your violation of any third party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.

Fees and Payment

• You confirm that all payment related information that you provided to or through the Platform is accurate, current and correct and will continue to be accurate, current and correct. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.

• You confirm and agree to use only payment means (credit cards or others) which you are duly and fully authorized to use.

• You agree that all current and future online interactions between you and your Provider will be made, managed and billed through the Platform. You agree to pay all fees and charges associated with your account in a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. Such fees and charges (including any taxes and late fees, as applicable) may be charged on your credit card. By providing us with your credit card information you authorize us to bill and charge you through that credit card. You agree to maintain valid credit card information in your Account information.

Modifications, Termination, Interruption and Disruptions to the Platform

• We may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all users or to you specifically, at any time with or without prior notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

• The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. We do not guarantee that the Platform will be uninterrupted or that it will be secure, consistent, timely or error-free.

Notices

• We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to support@carepaths.com.

Important notes about our Agreement

• The laws of the state of Florida will govern any dispute arising from or related to this Agreement. The parties submit to the exclusive juristiction of the state of Florida and federal courts for or in West Palm Beach, Palm Beach County, Florida, and agree that any legal action or proceeding relating to this Agreement must be brought in those courts.

• We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.

• We may freely transfer or assign this Agreement or any of its obligations hereunder.

• The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.

• If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

• All clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.

THIS AGREEMENT AND THE PRIVACY POLICY CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.

BY ACCEPTING THIS AGREEMENT YOU ACKNOWLEDGE, CONFIRM AND AGREE TO ALL THE TERMS AND CONDITIONS CONTAINED IN IT.

Updated: May 4, 2018