Terms of Service

This Terms of Service Agreement (these "Terms" or this “Agreement” ) 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") or website located at www.newresilience.ai (including any successor site) (the “Website” or “Site”). By accessing the Website, by clicking “I Agree”, 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 by these Terms. 

Additionally, by accessing the Website, you agree to be bound by our Privacy Policy and all applicable laws. In the event of any inconsistency between these Terms and our Privacy Policy, this Agreement shall control. Any reference to the singular in this Agreement includes the plural and vice versa, and reference to a gender includes all other genders. Any reference to a “person” in these Terms includes any individual, firm, association or corporation. If you do not agree to the terms and conditions of this Agreement, do not access or use the Service, App, or Website. This is a legally enforceable contract.

1. Access & Use of the Website/Service. Your access and use of the Website or App or 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 Member Information, (ii) loss of Member Information or personalization settings or (iii) other service interruptions.

2. 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. 

3. Member Information. 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. 

4. AI Service. 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 on the Website or App in order to make scheduled therapy sessions with therapists more efficient and focused. You can clear your journal by making a request at support@newresilience.ai.

5. Appointments. New Resilience facilitates appointments between users and therapists who provide services on the App. New Resilience does not make any guarantee that a user request for an appointment will be granted whatsoever, nor any guarantees regarding a specific session date or time. 

6. 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.

7. Accounts. Our Website or Services may require the registration of an End-User account. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security. You may not use anyone else’s account at any time without the express permission and consent of the holder of that account. 

If a user terminates a user Account, all of the Member Information data accessible will be removed from the Service.

8. Payment. The cost of our Service or subscription of our Service may be stated on our Website or in-app in our App, or on the Apple App Store or Google Play Store. We reserve the right to amend the cost of any Service from time to time. Accepted payment methods may be stated on our Website.

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

10. 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 these Terms on your behalf, as your parent or legal guardian shall be fully responsible for your compliance with these Terms. If you do not meet all of these requirements, you must not access or use the Service or the App. In these Terms, “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.

11. 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 these Terms, 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.

12. 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 violations of third party intellectual property by such End-User Content.

13. Warranty Disclaimer. UNLESS OTHERWISE EXPLICITLY STATED IN THESE TERMS, WE DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE SERVICE OR ANY OTHER MATTER COVERED BY THESE TERMS, 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.

14. 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 Agreement or its subject matter shall not exceed $500.

15. Force Majeure. In the event that we are unable to perform our obligations under these Terms 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.

16. 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 these Terms or in which these Terms is a material fact.

17. 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.

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

19. 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, these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

20. 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.

21. Entire Agreement; Amendment. These Terms constitute 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. These Terms 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.

22. Waivers. A waiver by either party of a breach or violation of any provision of these Terms 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 these Terms.

23. Severability. If any provision of these Terms 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.