Koa Care 360

End User License Agreement Tiers (Global)

Koa Care 360: General Terms and Conditions

Effective as of: 3 June 2024

PLEASE READ THESE TERMS CAREFULLY. THESE GENERAL TERMS AND CONDITIONS (THESE “TERMS”) CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

FOR EXAMPLE, FOR USERS IN THE UNITED STATES OF AMERICA, THESE TERMS REQUIRE YOU TO ARBITRATE DISPUTES WITH KOA HEALTH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SERVICE PROVIDERS AND LICENSORS AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF. BY ACCEPTING THESE TERMS, YOU AGREE TO RESOLVE ANY DISPUTE WITH US ARISING OUT OF OR RELATED TO KOA CARE 360 AND THESE TERMS THROUGH BINDING ARBITRATION OR SMALL CLAIMS DISPUTE PROCEDURES AND AGREE TO WAIVE YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION SUIT.

SUMMARY

This summary takes two minutes to read and will help you to quickly understand the main points of the Terms. It is provided for convenience only and is not legally binding. Because it does not replace the full Terms, which explains your responsibilities and legal rights, please read the full Terms to understand the complete picture.

We are Koa Health.

Your Host Organization has give you access to Koa Care 360 for your care. This agreement is between you and us regardless of who has made Koa Care 360 available to you.

Koa Care 360 is a comprehensive service to support your mental health.

Koa Care 360 includes self-guided mental wellbeing tools. Subject to the koa Care 360 configuration obtained by the host organization, if you have a range of common mental health conditions, you may also be offered access to teletherapy with an Authorized Therapist or 3rd party services provided by your employer and accessible through Koa Care 360. If are offered teletherapy and you have depression, the Licensed Therapist may recommend access to Koa Mindset.

Koa Care 360 is intended to promote, track and/or encourage choice(s) that, as part of a healthy lifestyle, may help you live well with certain chronic diseases or conditions. However, it does not replace your doctor, therapist or appropriate healthcare professional's advice. You should always talk to an appropriate professional healthcare provider if you have any concerns about your health.

If you are offered teletherapy or Koa Mindset, additional Terms and Conditions will apply. These will be give to you when you access these services.

You should only use Koa Care 360 for yourself.

Do not try to copy it, sell it to someone else or use it to break the law.

You have access to Koa Care 360 through your Host Organization.

If you change your Host Organization or if your Host Organization asks us, then your access to Koa Care 360 may be deactivated.

Koa Care 360 works best when it's updated.

Sometimes we'll automatically update Koa Care 360 or ask you to update it. This is to improve Koa Care 360 in some way (for example, to make it more secure). When this happens, older versions might not work anymore.

Koa Care 360 only uses the data it needs.

You can read more about how we use your data in our Privacy Policy, which also has a one-minute summary.

You can end this agreement by deleting Koa Care 360.

We will end this agreement if you do not follow its terms.

We provide Koa Care 360 for you ‘as is’ (which means we provide limited assurances).

We work hard to make Koa Care 360 great at supporting you to manage your mental health, but we cannot guarantee that it will be effective for you.

We are not responsible if you misuse Koa Care 360.

If you do not follow the Terms and that causes harm to someone else, you cannot hold us responsible.

For users in the United States of America, we will solve disagreements through arbitration.

For users in the United States of America, if you and Koa Health have a disagreement, then you and Koa Health agree to use an arbitration organization to solve the disagreement.

IMPORTANT NOTICE.  Koa Care 360 may include components that are medical devices that meet the United States Food and Drug Adminitration's requirements for software that is under enforcement discretion and it not intended as the sole basis for patient treatment. Koa Care 360 and any information and/or services provided by Koa Care 360 are not intended to replace a healthcare provided for the detection, diagnosis, prevention, monitoring, prediction, prognosis, therapy, treatment or alleviation of any condition, disease or vital physiological processes or for the transmission of time-sensitive health information. We make no promise that Koa Care 360 will provide any benefit to your mental or physical wellbeing. You should consult your doctor, therapist or appropriate healthcare professional before making any decisions to do (or not do) anything related to a healthcare problem or issue. An appropriate healthcare professional's advice must take precedence over the content of Koa Care 360. Any content found in or via Koa Care 360 is available only for your convenience and is not a substitute for, nor should it be treated or relied upon as, medical advice. Koa Care 360 is not a substitute for an appropriate healthcare professional’s independent clinical judgement or for in-person care. It is not meant to replace medication or any other form of treatment. You should never disregard or delay seeking medical advice because of information obtained through the use of Koa Care 360. When using Koa Care 360, your appropriate healthcare professional will at all times be responsible for overseeing your care, including periodic clinical assessments in accordance with the applicable standard of care. Any appropriate healthcare professional providing care to you in conjunction with or utilizing Koa Care 360 should be able to independently review the basis for any recommendations and the underlying data provided by you and should not rely primarily on any recommendations or information provided by Koa Care 360 to make a clinical diagnosis or treatment decision for you.

Summary

1. Who we are and what this agreement does

If you are a resident of the United States of America (including any U.S. state, district or territory) then these Terms are a binding agreement between you and Koa Health Digital Services LLC, a Delaware company having business office at 75 State St, Boston, MA 02109, U.S.A. ("we", "us", "our" or "Koa Health").

For all other Koa Care 360 users, these Terms are a binding agreement between you and Koa Health Digital Solutions Limited, a company registered in the United Kingdom (registered number 13298286) with a registered address at 55 Baker Street, London, United Kingdom W1U 7EU ("we", "us", "our" or "Koa Health").

We operate the Koa Care 360 mobile and web application software and any updates or supplements to the software (collectively known as “Koa Care 360”).

Please carefully read these documents before using Koa Care 360. By using Koa Care 360, you confirm that you are 18 years  of age or older.

During your use of Koa Care 360, you may be invited to access additional products and services, such as teletherapy and Koa Mindset, which are governed by additional terms and conditions (“Additional Terms and Conditions”). In such an event, we will present you with these Additional
Terms and Conditions. By using the additional products or services, you agree to these Additional Terms and Conditions which shall be incorporated in these Terms by reference (the Terms and Additional Terms and Conditions, collectively, the “Agreement”). In the event of any conflict between the Additional Terms and Conditions and these Terms, the Additional Terms and Conditions shall prevail as to your use of the relevant products and services which are the subject matter of such Additional Terms and Conditions.

You acknowledge that you may not be able to access all or some of Koa Care 360 from outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access Koa Care 360 from outside the United States, you are responsible for
compliance with local laws.

We reserve the right to change, modify, add or remove portions of the Terms. For example, we may need to change the Terms to:

  • improve the Terms for users (e.g. to make the terms clearer or provide you with additional information) or us (e.g. to ensure all users are on the same terms);
  • due to changes in circumstances beyond our reasonable control;
  • for security or safety reasons;
  • to reflect changes in law or best practices;
  • to support additional features which we introduce; or
  • where we otherwise reasonably consider it necessary to do so (e.g. for user, business or
    operational needs, or to adapt to new technologies).

We will consider your reasonable interests before making such changes and:

  • if we reasonably consider that any change to the Terms will significantly negatively impact you, we will give you reasonable advance notice, in a transparent manner, of the changes and the date that they will come into force and an opportunity to cancel your
    account, where applicable; or
  • where we need to make urgent changes for security, safety, legal or regulatory reasons, we may not be able to provide you with advance notice, but we will let you know as soon as we are able to.

If you do not agree to the changes, you can cancel your account.

Please check the Terms from time-to-time for changes. Your continued use of Koa Care 360 following the posting of changes to these documents will mean you accept those changes. These Terms were most recently updated on 3rd of June, 2024.

2. Your privacy

When you use Koa Care 360, Koa Health may use automatic means (including, for example, cookies and web beacons (which are a way to check if you have accessed certain content)) to collect information about your device and your use of Koa Care 360.

You may also be asked to provide certain information about yourself as a condition to downloading, installing or using a component of Koa Care 360. We process the personal information we collect as described in our Privacy Policy. We also explain our use of cookies and similar tracking technologies in our Cookies Policy.

For Koa Care 360 users in the United States of America, some information that you provide in connection with the use of Koa Care 360 may be considered “Protected Health Information,” or “PHI,” as defined under the Health Insurance Portability & Accountability Act and related regulations (collectively referred to as “HIPAA”) and will be subject to the Notice of Privacy Practices and/or other privacy policies issued by the organization instructing Koa Health to make Koa Care 360 available to you (“Host Organization”) and the agreements between Koa Health and such Host Organization. In the event that you discontinue your affiliation with such organization, you may still have access to Koa Care 360, and by continuing to use Koa Care 360, you expressly consent to Koa Health’s continued access and use of your personal information and PHI in accordance with these Terms. Koa Health may independently collect, use, store, disclose or otherwise process data that is not considered PHI, including information that you provide to Koa Health, directly or indirectly, which either: (1) does not relate to your past, present, or future physical or mental health or condition; the provision of health care to you; or the past, present or future payment for the provision of health care to you; (2) has been voluntarily provided to Koa Health by you not for the purposes of the provision or receipt of health care and which will not be disclosed to the Host Organization; or (3) has been de-identified in accordance with applicable HIPAA standards. When we do so, we process your personal information in accordance with our Privacy Policy.

3. What is included in the Koa Care 360 service

Koa Care 360 service: Koa Care 360 is a digitally enabled mental health service that delivers support through mobile and web apps for easy and discreet access to care. Koa Care 360 guides users to appropriate resources and services for their unique needs. All resources and services are designed to help individuals meet their mental health needs.

Koa Care 360 includes self-guided support. This self-guided support helps you learn about psychological approaches to maintaining and improving your well-being through education and guided activities. Koa Care 360 also includes a self-guided assessment that asks about your experiences with your mental wellbeing.

Subject to the Koa Care 360 configuration obtained by the host organization, you may also be offered access to a healthcare professional or 3rd party services provided by your employer and accessible through Koa Care 360.

If you are offered access to a healthcare professional, such professional is licensed under applicable laws and duly credentialled for the provision of clinical care at the time such care is provided (“Authorized Therapist”). They are responsible for identifying the most suitable care journey for you, based on the results of each assessment. If you score highly on this assessment and also have relevant symptoms during the appointment, an Authorized Therapist may recommend teletherapy.

If you are offered teletherapy and you have depression, the Authorized Therapist may recommend access to Koa Mindset, a digital tool based on the principles of Cognitive Behavioral Therapy (CBT), as part of the treatment plan.

Following the completion of the teletherapy sessions (which may include access to Koa Mindset), you will be prompted to return to Koa Care 360 to maintain the gains from clinical care.

If the Authorized Therapist feels you need help that cannot be provided within the Koa Care 360 service, they will help you to access alternative services.

4. Understanding Koa Care 360 – exclusions and limitations

Koa Care 360 is not an emergency service. If you are in crisis and feel there is an immediate risk of harming yourself, or someone else, you should seek professional help immediately. If you are in the USA, call 911, call or text 988, or chat on 988lifeline.org.

If you’re in the UK, call 111 or 999 or go straight to your nearest A&E. You may also call Samaritans at 116 123 or text “SHOUT” to 85258.

If you’re located elsewhere: Click here to find a list of support numbers to contact.

Koa Care 360 does not provide help for more complex disorders, including: emergency conditions (suicidal/homicidal ideation or deemed immediate risk to self or others), Active psychosis, severe behavioral health conditions that require in-person care for best practice, any other conditions or combination of conditions that prohibit the provider from being able to effectively and safely treat the patient via telemedicine, Schizophrenia and other primary psychotic disorders, Bipolar Disorders, Personality Disorders, Postpartum Depression, Primary Substance Use Disorder or substance use that impedes the patient’s ability to actively participate in the session or be safely treated at an outpatient level (i.e., active detox, etc.), Neurodevelopmental Disorders (e.g. Intellectual Disabilities, Attention-Deficit/Hyperactivity Disorder), Moderate to severe Autism Spectrum Disorders or Primary Eating Disorders. Should an Authorized therapist suspect, discover or diagnose any of these disorders, they will work with you to find suitable services for ongoing care.

Koa Care 360 may display, include, or make available third-party content (including data, information, applications, and other products, services and/or materials) or provide links to third-party content or services, including through your provider’s website (“Third-Party Materials”). You acknowledge and agree that Koa Health is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Koa Health does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely for your convenience, and you acknowledge that your access to and use of such are entirely at your own risk and subject to such third parties’ terms and conditions.

5. How you may and may not use Koa Care 360

License: Koa Health grants you a limited, revocable (meaning we can terminate it at any time, in accordance with these Terms), non-exclusive (meaning we can also use Koa Care 360 and we can grant licenses to others to use Koa Care 360) and non-transferable (meaning you can't transfer this license to others) license (the "License") to:

(a) use Koa Care 360, including the images, text, sound, video files, programs, scripts or other material or content (“Content”), solely for your own personal, non-commercial (meaning it can't be used for business purposes) use; and

(b) download, install and use Koa Care 360 solely for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") on an Approved Mobile Platform (defined below).

You acknowledge and agree that Koa Care 360 and its content are provided under license, and not sold, to you. You will not own any part of Koa Care 360. You will only have permission to use Koa Care 360 in accordance with these Terms.

Koa Health and its licensors and service providers reserve and shall retain their entire rights and related interests in and to Koa Care 360, including all copyrights, trademarks and other intellectual property rights (which are legal rights given to the inventor or creator of inventions and created works) relating to it.

All Content found on Koa Care 360 and all copyright, trademarks and any other intellectual property rights related to the Content are owned by us or our content providers. We do not grant any license or other authorization to any of our trademarks, logos, trade names, service marks, other copyrightable material or any other intellectual property by including it on Koa Care 360. You may use our Content only as permitted in the Terms and only for lawful purposes. Any other use of Content on Koa Care 360 without our consent is not allowed.

You may only use Koa Care 360 for your own personal, non-commercial use.

Restrictions: You may not use Koa Care 360:

  • for any purposes other than your own personal use;
  • in (or as part of) safety-critical applications, including medical or life-support systems,
  • as a substitute for medical advice,
  • in any way that breaches any applicable local, national or international law or regulation, or in any manner inconsistent with these Terms;
  • in any way that is unlawful, fraudulent (meaning that it is intended to deceive people for the purpose of obtaining money) or malicious or has any unlawful, fraudulent or malicious purpose or effect;
  • for the purpose of harming or attempting to harm children in any way;
  • to bully, insult, intimidate or humiliate any person;
  • to transmit, or procure the sending of, any unsolicited (meaning that they haven't been requested) or unauthorized advertising or promotional material or any other form of similar materials (spam);
  • to knowingly transmit any data, send or upload any material that contains viruses or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  • not to reproduce, duplicate, copy or re-sell any part of Koa Care 360 other than as permitted above, or to infringe our intellectual property rights (meaning to act in a way that breaches our intellectual property rights) or those of any third party in relation to your use of Koa Care 360;
  • not to modify, translate, adapt, or otherwise create derivative (meaning based on) works or improvements of Koa Care 360;
  • not to reverse engineer (meaning to figure out how it was made), disassemble, decompile (meaning to translate a file to source code), decode (meaning to translate to a different code), or otherwise attempt to get or gain access to the source code of Koa Care 360 or any part of it;
  • not to remove, alter, or hide any copyright, trademark or other ownership notice appearing on Koa Care 360, in the Content or related materials;
  • not to remove, disable, avoid, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting Koa Care 360;
  • not to rent, lease, lend, sell, share, distribute, publish, transfer, or otherwise make available Koa Care 360, or any features or functionality of Koa Care 360, to any third party for any reason, including by making Koa Care 360 available on a network where it is capable of being accessed by more than one device at any time;
  • not to access without authority, interfere with, damage or disrupt any part of Koa Care 360; any equipment or network on which Koa Care 360 is stored; any software used in the provision of Koa Care 360; or any equipment or network or software owned or used by any third party;
  • not to transmit any material that is defamatory (meaning that it is likely to damage someone's good reputation), offensive or otherwise disagreeable in relation to your use of Koa Care 360;
  • not to use Koa Care 360 in a way that could damage, disable, overwork, impair or compromise our systems or security or interfere with other users;
  • not to collect or take any information or data from Koa Care 360 or our systems or attempt to figure out any transmissions to or from the servers running any service.

Website, Browsers and Mobile devices:  Koa Care 360 supports access from Google Chrome and Safari and mobile devices with the publisher or manufacturer recommended settings for security and with automatic updates enabled.

Mobile Platform: The “Approved Mobile Platforms” are Apple Inc.’s (“Apple”) iOS and Google LLC’s (“Google”) Android platforms.  If you use Koa Care 360 on a Mobile Device running Apple iOS, then the following terms and conditions apply: (a) you acknowledge this agreement is entered into between you and Koa Health only, not with Apple; (b) you shall only use Koa Care 360 on your Mobile Device in compliance with the Terms and applicable third party terms, including the Usage Rules set out in the Apple App Store Terms of Service; (c) Koa Health, not Apple, is solely responsible for Koa Care 360 and any Content received through Koa Care 360 or the services accessible through Koa Care 360; and (d) you acknowledge that, in the event of any third-party claim that Koa Care 360 or your possession and use of Koa Care 360 infringe that third party’s intellectual property rights, as between Koa Health and Apple, Koa Health, not Apple, will be solely responsible for dealing with any such intellectual property infringement claim.

If you use Koa Care 360 on a Mobile Device running Android, then the following terms and conditions apply.  Notwithstanding anything to the contrary in these Terms, if you use Koa Care 360 on a Mobile Device running Android, you hereby acknowledge and agree that (i) Koa Care 360 relies in part on tools provided by Google (the “Google Tools”); (ii) any information provided by you via Koa Care 360 may be shared with Google in connection with your use of the Google Tools; and (iii) all such information shall be handled by Google in accordance with the then-current Google Privacy Policy (currently available at http://www.google.com/policies/privacy), as may be amended by Google from time to time.

6. Compensation

You agree to fully compensate Koa Health from any losses arising out of or related to your use or misuse of Koa Care 360 or your violation of the Terms.

7. Disclaimers

The Content on Koa Care 360 is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content on Koa Care 360.

FOR USERS IN THE UNITED STATES OF AMERICA: KOA CARE 360 IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KOA HEALTH, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO KOA CARE 360, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, KOA HEALTH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT KOA CARE 360 WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.  YOU ACKNOWLEDGE APPLE HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APP.

For Users outside the United States of America: As we provide Koa Care 360 to you for free, Koa Care 360 is provided to you "as is" (which means that we provide you with limited assurances regarding its quality) and therefore you do not have the benefit of some of the consumer rights which you would benefit from if this was a paid-for product. For example, that Koa Care 360 will be of satisfactory quality, fit for a particular purpose and that it matches any descriptions we have provided. We will however remain liable to you for damage caused to your device or to other digital content. We do not provide any assurances that may arise in law due to our historical relationship or because of any trade practice. We do not provide any assurances that Koa Care 360 will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error-free, or that errors or defects can or will be corrected. You acknowledge Apple provides no assurances whatsoever with regards to Koa Care 360.

During your use of Koa Care 360, you may be referred additional products and services which are subject to the Additional Terms and Conditions. You are responsible for checking the Additional Terms and Conditions.

8. Limitation of liability

FOR USERS IN THE UNITED STATES OF AMERICA: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KOA HEALTH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE ANY PART OF KOA CARE 360, INCLUDING THE WEBSITE, THE APP, AND ANY CONTENT AND SERVICES, FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; AND (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ONE HUNDRED ($100) DOLLARS.

YOU ACKNOWLEDGE THAT, TO THE EXTENT PERMITTED BY LAW, APPLE WILL NOT BE LIABLE TO YOU FOR ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE APP. AS BETWEEN KOA HEALTH AND APPLE, BUT SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS FO THE AGREEMENT, APPLE WILL NOT BE RESPONSIBLE TO YOU FOR ANY CLAIM RELATING TO THE APP OR YOUR POSSESSION AND/OR USE OF THE APP, INCLUDING BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE APP FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.

THE ABOVE LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF KOA HEALTH, IN THE EVENT OF PERSONAL INJURY OR DEATH, OR IN RESPECT OF ANY OTHER LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR KOA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

For Users outside of the United States of America:

a. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us.

b. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

c. Additional third party limitations and exclusions of liability may apply. You acknowledge that, to the extent permitted by law, Apple will not be liable to you for any claims, losses, liabilities, damages, costs or expenses attributable to any failure of Koa Care 360. As between Koa and Apple, but subject to the Terms, Apple will not be responsible to you for any claim relating to Koa Care 360 or your possession and/or use of Koa Care 360, including but not limited to (i) product liability claims; (ii) any claim that the Koa Care 360 fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

d. Please note that we only provide our Platform and Products for domestic and private use. You agree not to use our Platform or our Products for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

9. Term; Termination; Suspension

Term: The term of the Agreement commences when you download Koa Care 360 and will continue in effect until terminated by you or Koa Health as set out in the Terms.

Termination by you: You may terminate the Terms by stopping use of and deleting all components of Koa Care 360, including their content, and any additional products and services you may have accessed or used as part of Koa Care 360, or by notifying Koa Health at care@koahealth.com.

Termination by Koa Health: Koa Health may terminate the Terms, in part or in whole, at any time without notice where:

  • your account is suspended or terminated in accordance with any other applicable terms;
  • we determine, acting reasonably and objectively, that you are in breach of these Terms and/or any other applicable guidelines, terms, or rules relating to Koa Care 360;
  • we have objective grounds to reasonably believe that you are about to seriously breach these Terms and/or any other applicable terms relating to Koa Care 360;
  • we are legally required to do so;
  • it is reasonably required in response to dealing with a serious technical, safety or security issue; and/or
  • we stop offering Koa Care 360.

If you are mid-way through care being delivered by an Authorized Therapist you can continue with these services until (a) they are completed; or (b) the date which is two (2) months after the date of the termination, whichever occurs the soonest.

Termination by your Host Organization: Where access to Koa Care 360 is made available to you by Koa Health on the instructions of the Host Organization and you stop your affiliation with the Host Organization, then access to Koa Care 360 may be deactivated.

If you are mid-way through care being delivered by an Authorized Therapist, we may, but are not obliged to, continue to make the services available to you until (a) they are completed; or (b) the date which is two (2) months after the date of the termination, whichever occurs the soonest.

Where access to Koa Care 360 is made available via Host Organization’s single sign on (SSO) authentication and access to such SSO is withdrawn by Host Organization, then access to Koa Care 360 may be deactivated.

Modifications: Without prejudice to any continuity of clinical care referenced above, Koa Health may, at any time, change, update, modify, suspend or remove one or more features that may be accessed through Koa Care 360, including, without limitation, to:

  • improve a service or its functionality;
  • add or remove access to a service; improve ease of use;
  • correct an error or bug;
  • prevent or discontinue harmful or improper access to services;
  • prevent or discontinue unauthorized use of services;
  • comply with a platform provider or government request;
  • comply with a statute or judicial order; or in accordance with an agreement with a health care insurance carrier or doctor.

We will consider your reasonable interests before making such changes and:

  • if we reasonably consider that any change will negatively impact your access or use of Koa Care 360, we will give you reasonable advance notice, in a transparent manner, of the changes and the date that they will come into force and an opportunity to cancel your account, where applicable; and
  • where we need to make urgent changes for security, safety, legal or regulatory reasons, we may not be able to provide you with advance notice, but we will let you know as soon as we are able to.

If you do not agree to the changes, you can cancel your account.

If we make any such changes to the features and/or services accessed through Koa Care 360 and you are receiving care from an Authorized Therapist, then to the extent permitted by law, you will still be able to receive care from your Authorized Therapist or another licensed therapist,
unless otherwise notified.

Effects of Termination: Without prejudice to any continuity of clinical care referenced above and subject to the provisions of any Additional Terms and Conditions, upon termination: (a) all rights granted to you under the Terms will also terminate; and (b) you must cease all use of Koa Care 360 and delete all copies of its components, including its content, from your device and account.

Upon termination of the Terms, all disclaimers, compensation provisions, restrictions, exclusions and other terms which by their nature are intended to survive termination of the Terms shall survive. Termination will not limit any of our legal rights or remedies.

10. Updates to the product and product support

From time to time, we may automatically update Koa Care 360 to correct errors or defects, improve performance, enhance or remove functionality, introduce new features, reflect changes to the operating system or address security issues, at all times in accordance with Section 9 (Modifications) above. Alternatively, we may ask you to update other components of Koa Care 360, or your device and browser for various reasons.

If you choose not to install such updates, update your device or browser, or if you opt out of automatic updates, you may not be able to continue using Koa Care 360. You agree that Koa Health has no obligation to provide any bug fixes, patches, or other updates or to continue to provide or enable any particular features or functionality. You agree that all updates will be deemed part of Koa Care 360 and be subject to these Terms.

Koa Health is not, and you acknowledge your mobile platform provider (e.g., Apple, Google) is not required to provide any support or maintenance services to you related to Koa Care 360.

11. Contacting each other

If you want to learn more about Koa Care 360, have any problems using it or wish to contact us for any other reason related to the product or product support, please contact us by emailing care@koahealth.com or using the feedback form available on the 'Feedback’' tab of Koa Care 360. If we have a reason to contact you, we will do so by sending an email to the email address you used to contact us or gave in the feedback form. Please note that no wellbeing, healthcare related or clinical advice is available via care@koahealth.com.

When you access Koa Care 360 or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on Koa Care 360. We will not share any of your personal data via e-mail or other unsecure communication method. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any notices provided by us electronically are deemed to be given and received on the date we send any such electronic communication as described in the Terms. You understand and agree that any third party contacting you on our behalf may send communications to you in any manner, including using a pre-recorded or artificial voice or an automatic telephone dialling
system, and including but not limited to, communications concerning your use of Koa Care 360.

12. General

Third-Party Beneficiary: As to your access to and use of Koa Care 360, Apple is a third-party beneficiary (meaning that they can take the benefit of the agreement) of the Terms and may enforce the terms of the Terms against you as a third-party beneficiary, but only within the capacity of the provider of a mobile platform. Subject to the rights of Apple to enforce the Terms as a third-party beneficiary, a person who is not a party to the Terms has no right under any applicable law to enforce any term of the Terms. Notwithstanding that the terms of the Terms applicable to Koa Care 360 may be or become enforceable by Apple, the terms of the Terms may be changed or the Terms may be suspended, cancelled or terminated in accordance with its terms without the consent of Apple.

Export Regulation: You agree to comply with all United States and all other applicable laws, rules, and regulations relating to the export, re-export, or transhipment of Koa Care 360.

US Government Rights: Koa Care 360 is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to Koa Care 360as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

Severability: Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

No Waiver: Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Entire Agreement: These Terms set out the entire agreement between you and Koa Health with respect to Koa Care 360 and replaces any other terms, whether written or oral, with respect to Koa Care 360.

13. Dispute resolution & governing law

For use within the United States of America

Governing law: To the full extent permitted by law, the Terms shall be governed by and construed in accordance with the laws of the State of New York, United States of America, excluding (1) its conflict of law principles; (2) the United Nations Convention on Contracts for the International Sale of Goods; (3) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (4) the Protocol amending the 1974 Convention, done at Vienna, April 11, 1980. To the full extent permitted by law, the parties declare that they have required that the Terms and all documents related hereto, either present or future, be drawn up in the English language only, and all correspondence and communications between you and Koa Health under the Terms must be in the English language.

Arbitration: ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND KOA HEALTH PARTIES, WHETHER THE DISPUTE IS BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED IN FINAL, BINDING, INDIVIDUAL ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN COURT BY A JUDGE OR A JURY. YOU AGREE THAT KOA HEALTH PARTIES AND YOU EACH WAIVE THE RIGHT TO TRIAL BY A JURY AND THAT THE FEDERAL ARBITRATION ACT ("FAA") AND FEDERAL ARBITRATION LAW, NOTWITHSTANDING THE “GOVERNING LAW” PROVISION ABOVE, GOVERNS THE ENFORCEABILITY OF THIS DISPUTE RESOLUTION PROVISION. YOU ALSO AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, AND MASS ACTIONS ARE NOT PERMITTED, AND YOU AGREE TO GIVE UP THE ABILITY TO BRING OR PARTICIPATE IN A CLASS ACTION.

FOR ANY AND ALL DISPUTES OR CLAIMS YOU HAVE, YOU MUST FIRST GIVE KOA HEALTH PARTIES AN OPPORTUNITY TO RESOLVE YOUR CLAIM BY SENDING AN INDIVIDUAL, WRITTEN DESCRIPTION OF YOUR CLAIM THAT DESCRIBES IN DETAIL THE INDIVIDUAL DAMAGES THAT YOU CLAIM TO HAVE SUFFERED TO KOA HEALTH’S REGISTERED AGENT AT THIS ADDRESS:

Koa Health Digital Services LLC
75 State Street
Boston, MA 02109
United States of America

You and Koa Health Parties each agree to negotiate your claim in good faith. Each party agrees that it may not commence any arbitration or court proceeding unless you and Koa Health Parties are unable to resolve the claim within 60 days after receipt of the demand for arbitration and the parties have made a good faith effort to resolve their claims directly during that time. If you or Koa Health Parties are unable to resolve the claim within 60 days despite those good faith efforts, then either you or Koa Health Parties may start an arbitration or small claims court proceeding. You and Koa Health Parties agree that any dispute as to whether these conditions precedent have been satisfied will be decided in court and not by the arbitrator. Either you or Koa Health Parties may elect to have an arbitration proceeding initiated by the other party adjudicated in small claims court by giving written notice of that election to the other party.

For disputes arising in the United States of America, arbitration shall be conducted by JAMS in accordance with its Streamlined Arbitration Rules and Procedures, including the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness, (the “JAMS Rules”). The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator but will not decide arbitrability or any other aspect of the parties’ dispute (except as outlined above or if either party elects to proceed in small claims court). We will pay or reimburse arbitration filing, administration, and arbitrator fees. Notwithstanding the foregoing, if any claim asserted in an arbitration demand is deemed to be frivolous, the defending party shall be entitled to recover its attorneys’ fees and any filing, administration, and arbitrator fees incurred. The arbitrator may award any individual relief a court of law could, including temporary, interim, or permanent injunctive relief on an individual basis.

If a court or arbitrator finds in any action between you and Koa Health Parties that any part of this dispute resolution provision is unenforceable with respect to any claim, then the arbitration agreement and class action waiver will not apply to that claim, but they will still apply to any and all other claims that you or we may assert in that or any other action. If any provision of this dispute resolution provision is found unenforceable, the other parts of it shall continue to apply. You reserve your ability to bring claims in small claims court to the extent of that court’s jurisdiction.

For disputes arising outside of the United States of America that do not qualify for the small claims court, the dispute may, at either party’s request, be referred to arbitration in accordance with the UNCITRAL Arbitration Rules under the Centre of Dispute Resolution (“CEDR”). The
arbitration shall be conducted by a single arbitrator appointed by the parties or, if the parties are unable to agree the identity of the arbitrator within 14 days after the date of the request that the dispute be resolved by arbitration, or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by CEDR. To initiate the arbitration, a party must serve notice in writing (“ADR Notice”) to the other party to the dispute, requesting arbitration. The arbitration shall be conducted in English in London.

For use outside the United States of America:

Governing law: If you are a resident of a jurisdiction outside the United States of America, then to the full extent permitted by law, this agreement shall be governed by and construed in accordance with the laws of England and Wales.

Arbitration: For disputes that do not qualify for the small claims court, the dispute may, at either party's request, be referred to arbitration in accordance with the Uncitral Arbitration Rules under the Centre of Dispute Resolution ("CEDR"). The arbitration shall be conducted by a single
arbitrator appointed by the parties or, if the parties are unable to agree the identity of the arbitrator within 14 days after the date of the request that the dispute be resolved by arbitration, or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by CEDR. To initiate the arbitration, a party must serve notice in writing ("ADR Notice") to the other
party to the dispute, requesting arbitration. The arbitration shall be conducted in English in London.

We would appreciate it if, for any and all disputes or claims you have, you first give us an opportunity to resolve your claim by sending an individual, written description of your claim that describes in detail any damages that you claim to have suffered to our registered agent at this address:

Koa Health Digital Solutions Limited
55 Baker Street,
London,
W1U 7EU,
United Kingdom