End User License Agreement

This End-User License Agreement (this "EULA") sets forth the terms and conditions upon which New Resilience LLC, a Wyoming limited liability company (or “New Resilience”, “we”, “us”, or “our”) offers you, our third party end-users (each, an "End-User", “Member”, “user”, “client”, “patient” , you” or “your”), access to our mobile application (the "App"). By accessing the New Resilience App, which (i) brings therapists and clients, both existing as well as prospective, closer together, (ii) provides therapy resources so that therapists can focus on providing quality care to their clients while offloading the administrative items around billing, insurance, scheduling and compliance, and (iii) may facilitate confidential communication of certain health information (“Member Information”) between client and therapist (the “Service”), or by using the New Resilience App in any way, you agree to be bound terms and conditions of this EULA . If you do not agree to the terms and conditions of this EULA, do not access or use the Service. This is a legally enforceable contract.

YOUR USE OF THE SERVICE

You grant us your permission to do things like hosting Member Information, backing it up, and sharing it only when you ask us to. We may review the Member Information that you maintain through the Service to normalize and label data for display, but we are not responsible for any errors in Member Information resulting from such review process. We make no effort to review Member Information for any other purpose, including, but not limited to, accuracy, legality or non-infringement. We are not responsible for any Member Information provided by any Member. 

Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Service for lawful purposes. 

As part of the Service, New Resilience offers users the ability to share and receive messages with the Cognitive Behavioral Therapy Chatbot 24 hours a day, seven days a week, which allows users the ability to journal in an AI-assisted manner (“AI Service”). Users can choose to share transcripts resulting from the AI Service with therapists in the App in order to make scheduled therapy sessions with therapists more efficient and focused. 

New Resilience does not have access to any conversation between patient and therapist. These conversations are completely private, and are only accessible to you and the therapist you choose to share information with.

Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, unanticipated system failures, the malfunction of equipment, periodic updating, maintenance or repair of the App or other actions beyond the control of we or that we, in its sole discretion, may elect to take. we cannot always foresee or anticipate technical or other difficulties which may result in, and we shall therefore not be responsible or liable for, any (i) failure to obtain Patient Information, (ii) loss of Patient Information or personalization settings or (iii) other service interruptions.

LICENSE; RESERVATION OF RIGHTS

Limited License to Use the Service. Subject to End-User’s compliance with the terms and conditions of this EULA, we hereby grant to End-User a limited, personal, non-exclusive, non-transferable, license to use the App to access the Service solely for the End-User’s own personal purposes. Except for the licenses and rights expressly granted under this EULA, no licenses or rights are granted by us to End-User hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved unto us.

Other License Restrictions. End-User shall not (i) copy or modify the Service or App for any purpose; (ii) reverse-engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Service or the App; (iii) distribute, disclose, market, rent, lease or otherwise transfer the Service or the App to any other person or entity; or (iv) use the App or the Service or permit, enable or assist a third party to create competing products or services.

Intellectual Property Rights. We retain all intellectual property rights in and to the Service and the App and all related documentation interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including, but not limited to, any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically provided in this EULA, End-User hereby assigns to us all other intellectual property rights it may now or hereafter possess in the Service or the App and related documentation, and all derivative works and improvements thereof, and agrees to execute all documents, and take all actions, that may be necessary to confirm such rights. End-User also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on the Service or the App and any related documentation delivered to End-User by us and all whole or partial copies thereof.

PAYMENT

Payments. When making a purchase, you will be asked to supply certain payment information, including information regarding your billing account (e.g., via credit card, debit card, or PayPal account number). You agree that all information that you provide to us will be accurate, complete and current. You further agree that our payment processing service provider(s) may store and communicate with your financial institution via a “network token” (a unique personal identifier used only for billing purposes) to facilitate your payments. For more information about tokenization, please see our payment processor’s explanation on its website. You agree to pay all valid charges incurred by you or any other user of your account (including all installment payments and/or fees, if applicable), any applicable taxes on your purchase, and/or any additional fees for the use of any payment mechanism or account connected to your purchase, including any processing charges relating to same.

If a scheduled payment using the billing account or credit or debit card associated with your subscription is attempted and declined for any reason, our payment processor will automatically reschedule the payment until the amount due is paid in full. If these attempts fail and/or the issue(s) cannot be resolved by contacting the account and/or card issuer, we will notify you via email using the email address associated with your account, and we may suspend or terminate your subscription until any outstanding payments are successfully processed. However, you acknowledge and agree that we may first attempt to obtain updated billing information, including but not necessarily limited to credit or debit card numbers and/or expiration date information from your card issuer, and that we will update this information in your account and use such information to process future payments. By subscribing, you authorize us and our payment processors to store and/or transfer your payment details and all other relevant information as needed to facilitate the processing of payments. You may select to purchase a plan in one upfront payment or in installments, if applicable. You agree and authorize us to charge you applicable sales or other related taxes to which your subscription may be subject, which is subject to change and may vary by your place of residence at the time of subscription. Installment plans may be subject to additional terms and conditions, which will be consented to at the time of purchase.

Access to Services and paid-for Services using Non-New Resilience Services. . You may download the New Resilience mobile Application and make purchases using your Apple ID or Google account (each, a “Non-New Resilience Service”) and use the Application on your iPhone or Android mobile device. Any paid-for services purchased through a Non-New Resilience Service will be charged by the Non-New Resilience Service and will be subject to the terms of your selected purchase and/or subscription, as well as the applicable terms of service of the Non-New Resilience Service. If you are eligible for a refund for a payment processed by a Non-New Resilience Service, such refund will be processed by Apple or Google. Additional information on cancellation is provided in Section 12 of this Agreement.

To cancel auto-renewal or terminate a Membership purchased through a Non-New Resilience Service, you must access your Non-New Resilience Service account and follow the prompts and instructions for cancellation on the applicable service or contact the applicable service directly. The current cancellation process for Apple requires you to access the Settings option on your iPhone, click on App Stores, select your Apple ID, View Apple ID and Subscriptions. You can then click on your New Resilience subscription and cancel as instructed. To cancel a membership purchased through Google, the current cancellation process requires you to sign into your Google account, select “My subscriptions,” select the subscription you want to cancel, click “Manage,” and then “Cancel Subscription.” Further instructions for cancellation are available for Apple here and for Google here. Cancellation will prevent your Membership from being automatically renewed.

Please note that New Resilience cannot directly process refunds for purchases made through Google via android application or Apple via the iOS application. Please contact Google or Apple regarding cancellation requests for such purchases.

WARRANTIES AND LIMITATIONS OF LIABILITY

Warranties. We warrant that we will use commercially reasonable efforts to cause the Service and the App to operate in substantial conformance with its published documentation. Our sole obligation and End-User’s sole remedy with respect to any failure of the Service or the App to substantially conform to the documentation therefore is for us to use commercially reasonable efforts to remedy any such failure as soon as is reasonably practicable, and if such failure is not remedied in a reasonable time, for End-User to terminate this EULA pursuant to Section titled “Term and Termination”.

No Specific Results. Specifically, we do not represent, warrant or otherwise guarantee: (a) the reliability and suitability of the App; (b) the effectiveness, suitability or reliability of communicated information (including any data provided through the Service); (c) that the App will work without interruption or that it will be free of errors, viruses or other harmful components; (d) outcomes resulting from your use of the App; (e) that the information available on the App or through the Service is comprehensive or exhaustive, or that it addresses all relevant symptoms, medicines, and treatments for various diseases or medical conditions; or (f) any outcome with respect to health and well-being as a result of the application of this information.

No Practice of Healthcare. The Service and the App are not intended to be, and must not be taken to be, the practice of medicine, psychology, psychiatry, clinical counsel, social work, or other healthcare services by us. Use of the Service and the App do not create a physician, psychologist, psychiatrist, counselor, social worker, or therapist/patient or provider/patient relationship with us. We are not endorsing any specific treatment, physician, psychologist, psychiatrist, therapist, healthcare provider, or medication, but may provide contact information of a therapist in order for a user to independently decide whether or not to avail themselves of such therapists services. 

NEW RESILIENCE DOES NOT DISPENSE MEDICAL, PSYCHOLOGICAL, OR PSYCHIATRIC DIAGNOSIS OR TREATMENT ADVICE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT DISREGARD, AVOID OR DELAY GETTING MEDICAL OR MENTAL HEALTH-RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THIS SITE OR BECAUSE OF A SERVICE THAT YOU HAVE USED. THE INFORMATION AND SERVICES MADE AVAILABLE ON THIS SITE ARE FOR INFORMATIONAL AND THERAPIST AND/OR PATIENT SUPPORT PURPOSES ONLY AND ARE NOT (AND SHOULD NOT BE USED AS) A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR MENTAL HEALTH DIAGNOSIS OR TREATMENT.

Always seek the advice of a qualified medical, psychological, psychiatric, clinical or therapeutic provider with any questions you may have about your health and before undertaking or changing a course of treatment, accessing a health-related resource or program, or engaging in any tools or features available through the Services. You should confirm all Member Information with your healthcare professionals before making healthcare-related decisions. If you rely on any of the information provided by this Site or through the Services, or by New Resilience’s employees, AI generated content, or its guests, or visitors, you do so solely at your own risk.

New Resilience is not liable for any treatment advice or diagnosis made by any healthcare professional, whether made to a user on the App or during correspondence outside of the App. 

Data Collection; Privacy Policy. Our Privacy Policy is incorporated and made part of these Terms. You hereby agree to such Privacy Policy, which may be updated from time to time. Your continued use of the Service and the App signifies your acknowledgment and acceptance of the revised Privacy Policy. Any personal data (for example, your name, address, telephone number or e-mail address) that you transmit to the Service or through the App will be used by us in accordance with the Privacy Policy. Any other communication or material you transmit to the Service or through the App, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary, with the exception of chat information disclosed when using the AI Service, or chat information disclosed between a patient and a therapist, which will be confidential between the patient and therapist with whom the patient discloses such information.

Ability to Contract; Legal Age. The Service and the App are offered and available to End-Users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you are under the age of 18, make sure that your parent or legal guardian reads and agrees with this EULA on your behalf, as your parent or legal guardian shall be fully responsible for your compliance with this EULA. If you do not meet all of these requirements, you must not access or use the Service or the App. In this EULA, “you”, “user” or “your” means any person or entity using the Service or the App, provided that if such person is under the age of 18, “you” and “your” also includes such person’s parent or legal guardian.

Warranty Disclaimer. UNLESS OTHERWISE EXPLICITLY STATED IN THIS EULA, WE DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE SERVICE OR ANY OTHER MATTER COVERED BY THIS EULA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICE OR APP WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR-FREE, OR THAT ALL FAILURES OF THE SERVICE OR APP TO CONFORM TO THE DOCUMENTATION CAN OR WILL BE CORRECTED. WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY CONTENT PROCESSED BY THE SERVICE OR THE APP.

Limitations of Liability. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. The aggregate liability of New Resilience for any and all claims arising under or in connection with this EULA or its subject matter shall not exceed $500.

Essential Part of the Bargain. The parties acknowledge that the disclaimers and limitations set forth in this Section are an essential element of this EULA between the parties and the parties would not have entered into this EULA without such disclaimers and limitations.

Telecommunication Services. Use of the Service may be available through a compatible mobile device, Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications providers. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (I) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICE AT ANY TIME OR FROM ANY LOCATION; (II) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (III) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICE.

INDEMNIFICATION; UNAUTHORIZED USE

Indemnification. End-User hereby agrees to indemnify and hold us harmless from any and all damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by New Resilience in connection with any claims that we are required to pay to third parties to the extent such damages, settlement amounts, costs and expenses are attributable to End-User’s provision of content by the End-User content through the Service or the App (“End-User Content”), including any actual or alleged volitions of third party intellectual property by such End-User Content.

New Resilience shall hold harmless, defend and indemnify licensed therapists on the platform from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with acts that occur on our App, outside of the  licensed therapist’s performance of therapy, including failure to read End-User patients’ AI assisted journals outside of therapy sessions and End-User patients’ actions outside of therapy sessions, except such loss or damage which was caused by the sole negligence or willful misconduct of the licensed therapist.

Notification of Unauthorized Use. End-User shall promptly notify us in writing upon its discovery of any unauthorized use or infringement of the Service, the App, or the related documentation, or our intellectual property rights with respect thereto. We shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party and, in the event that we bring such an action or proceeding, End-User shall cooperate and provide full information and assistance to us and our counsel in connection with any such action or proceeding.

TERM AND TERMINATION

Term. End-User’s access to the App and Services shall begin on the date End-User registers for the service and shall continue until terminated earlier under the provisions of this EULA.

FOR USERS WHO HAVE PURCHASED SERVICES RESIDING IN ARIZONA, CALIFORNIA, COLORADO, CONNECTICUT, ILLINOIS, IOWA, MINNESOTA, NEW YORK, NORTH CAROLINA, OHIO, RHODE ISLAND AND WISCONSIN, YOU, THE BUYER, MAY CANCEL THE AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. NOTICE OF CANCELLATION NEED NOT TAKE A PARTICULAR FORM AND IS EFFECTIVE IF IT INDICATES YOUR DESIRE TO NOT BE BOUND BY THIS CONTRACT. TO CANCEL THIS AGREEMENT, YOU CAN EMAIL INFO@NEWRESILIENCE OR MAIL A SIGNED AND DATED NOTICE, WHICH STATES YOU, THE BUYER, ARE CANCELING THIS AGREEMENT, OR WORDS OF SIMILAR EFFECT. PLEASE INCLUDE THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT IN THIS NOTICE.

Termination for Convenience. We may terminate End-User’s use of the Service at any time. End-User may terminate this Agreement at any time by canceling its account for the Services and uninstalling the App.

Effect of Termination. Upon the expiration or sooner termination of this EULA, all license rights of End-User under this EULA shall automatically and immediately cease, and End-User shall promptly cease all uses of the Service and shall uninstall the App. All sections that may legally survive the expiration or sooner termination of this EULA shall survive the expiration or sooner termination of this EULA.

GENERAL

Export Compliance. The Service and the App may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea are not permitted to use the App or access the Service without prior written permission from we once granted by the appropriate jurisdiction. The rights and obligations of End-User shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. End-User shall certify that it shall not, directly or indirectly, export, re-export or transship the Service in such manner as to violate such laws and regulations in effect from time to time. End-User shall indemnify us and hold us harmless from and against any and all losses, claims and expenses incurred by us as a result of the breach of End-User's obligations under this Section.

Independent Contractors. In making and performing this EULA, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.

Force Majeure. In the event that we are unable to perform our obligations under this EULA because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes reasonably beyond its control, we shall not be liable to the End-User for any damages resulting from such failure to perform or otherwise from such causes.

Governing Law. These Terms of Service are governed by the laws of the State of California, without regard to its choice of law provisions. The courts of general jurisdiction located within California will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning this EULA or in which this EULA is a material fact.

Waiver of Jury Trial and Class Actions. BY ENTERING INTO THESE TERMS OF SERVICE, BOTH PARTIES ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. BOTH PARTIES WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

Public Statements. Either party may disclose the existence of this EULA but may not represent to any third party any positions, statements, intentions or other actions on behalf of the other.

Assignment. End-User may not assign any of its rights or privileges, or delegate any of its duties or obligations hereunder to any third party without our prior written consent. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, this EULA shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Notices. All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand, facsimile transmission, reputable overnight delivery service, or certified mail (return receipt requested), postage prepaid to: (a) in our case of, to the address set forth on the newresilience.ai website; and (b) in the case of End-User, to the address set forth in its account information.

Entire Agreement; Amendment. This EULA constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. This EULA may not be amended, supplemented or otherwise modified by you except by an instrument in writing signed by both parties and attached hereto. We may modify the EULA upon providing written notice to you either via the e-mail registered under your account or by posting such changes through the App or through our website. Any use of the App or the Service following any such modification constitutes an acceptance of the modification. If you do not accept any modification, you must immediately cease all usage of the App.

Waivers. A waiver by either party of a breach or violation of any provision of this EULA will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this EULA.

Severability. If any provision of this EULA is held to be unenforceable, it shall be severed and the remaining provisions will remain enforceable. The severed provision will be replaced by an enforceable provision most nearly reflecting the intention of the parties.