These Terms of Service (the "Terms") constitute a legally binding agreement between Titan services' providers, Aware Healthcare Inc., a Delaware corporation ("Titan," "we," "us") and you, the user ("Client," "you"). These Terms govern your access to and use of our website, any application ("App"), or other products or services (collectively, the "Services"). By clicking the "Accept" button associated with these Terms, you acknowledge and agree that you have read, understood, and agree to be bound by these Terms. The moment you click "Accept" marks the effective date of these Terms (the "Effective Date").
PLEASE READ THESE TERMS CAREFULLY.
THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THESE TERMS, YOU AND TITAN AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. YOU UNDERSTAND THAT YOU ARE BINDING YOURSELF TO LEGAL AND FINANCIAL RESPONSIBILITY FOR ALL ACTIONS USING OR ACCESSING OUR SERVICES INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, AND UNDERSTAND AND ACCEPT THESE TERMS (INCLUDING ITS DISPUTE RESOLUTION TERMS).
BY USING SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT USE SERVICES OR SET UP AN ACCOUNT.
You also agree to abide by other Titan rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Once you accept these Terms you are bound by them until you or we terminate the Service Term (as defined).
(a) We want to leverage world class coaches that are affiliated with us to help individuals, and, as our capabilities evolve, bring tools and other processes and methodologies that inform and support you (collectively, our “Services”).
(a) Titan Role. We are providing Clients who subscribe to our Services access to individuals (“Coaches”) to assist with Clients’ pressing priorities. We are responsible for managing all monetary transactions in respect of the Coaches and aspire to bring other tools and capabilities for your benefit as part of our Services. Coaches are independent contractors and not our legal representatives and therefore they cannot make promises on Titan’s behalf. While we do not control a Coach we may assist in reviewing disputes, and in case of a breach of contract terms or if a Coach does not consistently meet your expectations, sanctioning or providing other remedies in respect of the Coach (see Section 3 (Fees) for information related to refunds in rare circumstances). We may in due course provide a number of tools as part of our Services. Please use these tools at your own discretion.
(b) Your Role and Obligations. Your use of our Services is personal to you, and you may be prompted in the future to set up an account for your benefit as part of our technology offering (“Account”).
(i) You promise that all the information you provide in respect of our Services to us, and any Coach, is the truth. If you are providing false information, you will be in breach of these Terms and we will have the right to terminate your receipt of Services. If any information you previously provided (e.g. address or preferences) changes, you are responsible for updating such information in a timely manner - neither Coach nor we will be responsible for any inconvenience or losses you suffer from your failure to update your information.
(ii) As you will be using your own personal digital devices to communicate with the Coaches through our Services, it is your responsibility solely to ensure that your device, and the ability to provide instructions through it, is under your care and control. Neither we nor a Coach is able to distinguish between a message from you or anyone else who is using your phone. If you think your SIM card, email or other communication method is hacked, or in any way compromised, please alert us and your Coach and at minimum, change your passwords. Do not use shared public devices to communicate with your Coach.
(iii) You are responsible for your own safety in all regards, physical and otherwise. You should remain vigilant in all aspects when interacting with any person in relation to our Services, including in respect of sharing financial and personal information with Coaches. See our FAQs for tips on how to leverage Coaches safely.
(iv) Apart from the information we need to set up your Account, you are solely responsible for what information you provide, to whom, and how. You should communicate to parties only through the communication tools you trust and never divulge any bank account or other financial information to a Coach.
(v) You promise to not engage in any behavior that violates our Terms (see Section 4 (Restrictions)).
(vi) You will not engage in any behavior that breaches an agreement you may have entered into with another party.
(vii) You may, at your option, end these Terms’ applicability to you (in part) by either sending us an email to request termination of the Service Term.
(viii) Simply abandoning / not using our Services does not end your legal obligations under these Terms, especially if you have created an Account - Section 7 (Termination and Survival) will still apply.
(c) Coaches. Coaches are subject to separate terms and conditions and under legal contract with us. To the maximum extent under law, you understand that your sole remedy in respect of a Coach’s non-performance, action or omission is to cease your relationship with a Coach and request us to match you with a different Coach.
(d) Third-Parties. We do not control any third-party and you should ensure you understand what your rights and obligations are in respect of each party that provides you any service. For instance, if a Coach recommends a supplier for a service, you may utilize such supplier and be subject to the terms of purchase and sale. Certain third-party terms shall apply to you in addition to these Terms. In the future if you are using our App, Apple’s EULA (Licensed Application End User License Agreement) shall apply: "https://www.apple.com/legal/internet-services/itunes/dev/stdeula/.”. If you are using any third-party service providers in conjunction with our Services or directly with respect to engaging Coaches (e.g. social media or other messaging apps, payment providers) those particular services will be governed by their own set of terms and conditions. If we deploy any third-party tools and services which require you to accept respective third-party terms, you have the right to accept or reject, but rejecting such terms may not allow you to avail all functionality our Services offers.
(a) Amounts. The fees shall be set in an Order Form agreed upon separately from this agreement and all associated taxes apply and be due and payable on the Order Form effective date.
(b) Non-Refundable Deposit. We may ask for a deposit up to $2000 USD prior to offering services to clients. This deposit is non-refundable and will be applied as a credit against the amount in the order form Order Form.
(c) Timing. In the event you subscribe to our Services on a monthly basis, you will pay each month’s fees no later than the first day of the month.
(d) Refunds. We do not offer cash refunds. If you or we are dissatisfied with your experience with our Service, including with a particular Coach, we may offer you a credit in relation to a prepaid month or a prior month, solely at our discretion.
(e) Limits on Extra Fees. Your payment to us for coaching services from time to time is the only fee you are to be charged for our Services and the use of your Coach. We do not have modules, upsells, extras and other hidden fees and no Coach or third person is authorized to charge you any extra fees, even if such individuals are seemingly providing you extras. If there is any doubt about whether a particular service is included as part of our Services, please contact us at support@awarehc.com.
(a) Restrictions. Violation of any of the following could expose you to liability, and in some cases criminal charges and civil action. We reserve the right to terminate your receipt of our Services immediately if your violation of any of the following is non-trivial or in our discretion, harmful to a Coach, Titan or other important stakeholders. Please be nice.
(b) Limited Warranty. Titan has expended considerable effort at great expense to engage Coaches and develop our Services offering and you will not (a) solicit or encourage our Coaches to end their engagement with Titan or provide you or others services directly, (b) disparage Titan or make any statement in any public forum, including social media or any news media outlet in any form or forum, about its Coaches or employees, directors, investors or other affiliated parties that portrays such persons in an unfavorable light, and (c) make any claim in respect of our Coaches to us that are misleading or false;
(i) You will not engage in any unacceptable behaviors, including action that seeks to (a) harass, bully, intimidate, or otherwise do anything to a Coach that you wouldn’t be proud of seeing broadcasted on social media, (b) bypass, undermine or interfere with payment mechanisms set up in place in our Services, (c) allow others to utilize our Services under the payments made under your Order Form, (d) ask Coaches to do or advise on things that are unsafe, illegal, unconscionable, or immoral, (e) share or distribute messages in relation to our Services where content is unlawful, misleading, obscene, incites illegal activity, is harmful, threatening, harassing, defamatory, libelous, crude, violent, hateful or that comprises symbols or objects of hatred, invades another's privacy, contains explicit (e.g. nudity, pornography) content, or is deemed objectionable by a reasonable standard, (f) distribute or send through or in relation to our Services anything containing malicious software or any code, files, or programs meant to interrupt or damage computer software, or disrupt any network operations, (g) disrupt or hinder (or try to do so) any of our web pages or App’s screens, connected servers or networks, or the technical systems of our service providers or not follow any protocols or guidelines linked to our Services, (h) try to detect, scan, or test any vulnerabilities of our Services or any Titan system or network, or breach or override any security or authentication protections for our Services, (i) decipher, decode, disassemble or reverse engineer any software powering our Services or attempt such actions, (j) gather or store personal data about other users without their clear consent, (k) access our Services in ways that are not authorized by these Terms, (l) leverage the Service to produce datasets for neural network training or develop templates or products, (m) endanger or attempt to endanger minors, (n) try to resell our Services, (o) use robots, scripts, or manual methods to copy or "scrape" Titan material without Company's explicit permission, (p) mimic our Services' features or produce effects similar to our Services’ effects, create competing products or technologies, (q) frame, mirror, or otherwise incorporate any part of our Services into another website, app, or service without our prior written consent, or (r) pretend to be someone else or falsely represent your association with any entity, deceive or engage in harmful activities; and in respect of content uploaded in the course of receipt of our Services, you will not (a) infringe on any person’s rights, including any intellectual property rights or rights of privacy, or (b) submit pictures or personal information of individuals without their express written consent and NEVER any picture of any child if you are not their legal guardian.
(c) DISCLAIMER. TITAN IS ONLY RESPONSIBLE FOR PROVISION OF OUR SERVICES. WE DO NOT MONITOR OR CONTROL ANY BUSINESS TRANSACTIONS A PARTY ENTERS INTO, OR CONTROL INDIVIDUALS' BEHAVIOR OTHER THAN THROUGH THE RULES WE SET OUT UNDER THESE TERMS. WE DO NOT CHECK PARTIES’ COMPLIANCE WITH LAWS, MONITOR OR MODERATE BEHAVIOR, OR ASSURE OR MONITOR CONDITIONS IN RELATION TO ANY ASPECT OF SAFETY OR SUITABILITY FOR A PARTY. YOUR DECISION TO CONTINUE TO WORK WITH A COACH IS YOURS.
TO THE FULLEST EXTENT OF THE LAW, EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 4(b)(i) ABOVE, TITAN PROVIDES OUR SERVICES “AS IS” AND “AS AVAILABLE” AND MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO OUR SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR THAT OUR SERVICES, INCLUDING ANY TOOL WE DEPLOY,WILL MEET YOUR NEEDS OR BE FREE OF INTERRUPTIONS, DOWNTIME, ERRORS, HARMFUL CODE OR VIRUSES.
(a) Ownership of IP Rights. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to our Services that is utilized in the provision of services under these Terms (collectively, the “Titan IP”), except for any Confidential Information of Client, shall be owned by Titan.
(b) Client Grant to Titan. For the duration of the time Client uses our Services, Client hereby grants Titan and its third-party providers a revocable, non-exclusive, royalty-free, sublicensable and transferable license to use all content submitted for purposes of provision of Services to Client, and for Titan and such third-party providers’ service improvement, service delivery, and new product and/or service development. All information shared over our Services shall be subject to our Privacy Policy.
(i) If you provide Titan with any Feedback (as defined below), you hereby grant Titan a non-exclusive, fully paid-up, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to Titan or its agents that relate to our Services. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any such rights. You understand and agree that Titan is not required to make any use of any Feedback that you provide. You agree that if Titan makes use of your Feedback, Titan is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to Titan to grant Titan and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.
(c) Titan Grant to Client. Titan grants to Client a non-exclusive, perpetual, transferable, sublicensable, fully paid-up, royalty-free, license to all data outputs as agreed upon in respect of the Client. Notwithstanding the foregoing, Titan may utilize such data for its own business purposes, including improvement of its Services.
(a) All information you share with us is subject to our Privacy Policy. Coaches are subject to strict confidentiality obligations, are bound by contract to keep your information private, and would be in breach of their contract with us if they were to divulge any information about you to any third party. Your use of our Services, your identity and all information about you shall remain confidential during the Service Term and thereafter. We will not disclose any information about you to any party without your express written consent.
(a) These Terms shall commence as of the Effective Date and shall continue thereafter until we or you have terminated your receipt of our Services (the “Service Term”).
(b) Upon termination of the Service Term, you will no longer be able to utilize the features and benefits of our Services. We will delete your information from our systems in the ordinary course subject to any grants to use certain information for the general improvement of our Services as set out in these Terms.
(c) Sections 4(b), 5, 7(b) and (c), 8, 9, 10(a) and (b), and 11 shall survive any termination of these Terms.
(a) Client shall indemnify, hold harmless, and defend Titan and its managers, officers, directors, employees, agents, affiliates, successors, and assigns (“Indemnitee”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, “Losses”) that are incurred by Indemnitee arising out of any third-party claim alleging:
(i) any negligent or more culpable act or omission of Client (including any reckless or willful misconduct) in connection with the performance of its obligations under these Terms; or
(ii) any failure by Client to materially comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under these Terms; or
(iii) any breach of a third party’s Intellectual Property Rights or other rights.
(a) IN NO EVENT SHALL TITAN BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT TITAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL TITAN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID OR PAYABLE TO TITAN IN RELATION TO CLIENT’S USE OF OUR SERVICES IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(a) These Terms and all related documents including the Order Form and all exhibits attached hereto, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute are governed by, and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of law principles. The Parties hereto agree that any dispute, claim or controversy arising out of or relating to these Terms, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by final and binding arbitration in city of New York, New York (except for an action for interim equitable relief that may be sought in any court of competent jurisdiction), before a sole arbitrator in NYC. The arbitration shall be administered by JAMS (or its successor) pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrator shall be final and binding.
(b) To the fullest extent of applicable law, (i) the Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration, (ii) no arbitration or claim under these Terms shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of our Services, and (iii) no class arbitration proceedings shall be permitted. You agree to waive any right you may have to commence or participate in any class action against us related to any claim and, where applicable, you also agree to opt out of any class proceedings against us.
(a) Entire Agreement. These Terms and any Order Form entered into by and between you and us constitute the sole and entire agreement by and between you and Titan with respect to your use of our Services. No agreement or understanding you enter into with a Coach shall in any way bind Titan to any liability or obligation beyond what is included in these Terms.
(b) Relationship of Parties. Each Party is an independent contractor with regard to these Terms. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties.
(c) Assignment. You cannot assign these Terms to another person as we are entering into an agreement only with you. Any such assignment shall be void. We may assign our rights and obligations under these Terms to any person at our discretion.
(d) Severability. If any term or provision of these Terms, including with respect to arbitration or limitation of liability, is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
(e) Waiver. Any termination of your Account will not negate your obligations under these Terms. No waiver of these Terms by Titan shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Titan to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
(f) No Third-Party Beneficiaries. These Terms benefit solely the Parties to these Terms and their respective permitted successors and assigns and nothing in these Terms, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
(g) Interpretation. “Including” means including without limitation. Headings are only included for ease of use and are not determinative.
(h) Contact Information: support@withtitan.com
