GoodTherapy.org, LLC (“GoodTherapy”) requires users of its services, including any entity registering for its services (“Member”) to accept and adhere to these terms and conditions (the, “Agreement”). This Agreement governs the services and is accepted by registering or by using or accessing GoodTherapy’s services. GoodTherapy may update this Agreement from time to time and Member will have 30 days to reject the updated terms by providing written notice to GoodTherapy. If Member continues to use or receive the services following such period, the updated Agreement will be deemed accepted.
Please note that GoodTherapy.org provides a public service to individual consumers who may access the GoodTherapy.org website (“Users”) for mental health information, to find a mental health provider listed in the GoodTherapy.org Therapist Directory, or to seek inpatient or outpatient services from a Facility listed in the GoodTherapy.org Rehab and Treatment Center Directory (“Facilities”). These Terms of Service for Members apply only to Members, and not to Users or Facilities.
1. Registration. Membership application will be completed by the qualified Member pursuant to the online registration process. Each membership will include the specific benefits and services as ordered by the membership level (herein referred to collectively as the “Services”).
2. Service
2.1. Rights for Use. GoodTherapy hereby grants to Member, during the Term of this Agreement, a non-exclusive, non-transferrable, limited right to access and use the Services, subject to the terms and conditions herein.
2.2. Accounts; Security. Access to or use of certain portions and features of the Services require you to create an account (“Account”). Member states that all information provided by it is current, accurate, complete, and not misleading. Member further states that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. Member is entirely responsible for maintaining the confidentiality and security of its account(s), including its password. Accounts are not transferrable. Member agrees to promptly notify GoodTherapy if Member becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Member is responsible for all activities that occur under its account(s).
2.3. Restrictions on Use. In accessing or using the Services, Member will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Services; (c) apply systems to extract or modify information in the Services using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Services any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store data on the Services that is regulated by the HIPAA Privacy Rules or the PCI Data Standards (f) input or transmit through or to the Services any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Services or grant unauthorized access thereto; (g) use or access the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; or (h) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Services to compete with GoodTherapy in any way; or (j) permit any third party to use or access the Services.
2.4. Maintenance. Member agrees that GoodTherapy may install software updates, error corrections, and software upgrades to the Services as GoodTherapy deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Services for purposes of this Agreement.
2.5. Applicable Laws. Member’s access to and use of the Services is subject to all applicable international, federal, state and local laws and regulations. Member may not use the Services or any information data or Member Content in violation of or to violate any law, rule or regulation. Ensuring Member’s use of the Services is compliant with applicable laws is the responsibility of Member.
2.6. Suspension of Services. GoodTherapy has the right to immediately suspend the Services (a) in order to prevent damage to or degradation of the Services or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from GoodTherapy, Member has failed to pay any amounts due and owing. In the case of (a) or (b) GoodTherapy will give Member prior notice if reasonable and will ensure that the Services is restored as soon as possible after the event given rise to suspension has been resolved to GoodTherapy’s reasonable satisfaction.
3. Data Licenses.
3.1. Member Content. As between GoodTherapy and Member, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Services that is owned by Member (“Member Content”) is owned by Member. Member acknowledges and agrees that in connection with the provision of the Services, GoodTherapy may store and maintain Member Content for a period of time consistent with GoodTherapy’s standard business processes for the Service. Following expiration or termination of the Agreement or a Member account, if applicable, GoodTherapy may deactivate the applicable Member account(s) and delete any data therein. Member grants GoodTherapy the right to host, use, process, display and transmit Member Content to provide the Services pursuant to and in accordance with this Agreement and the applicable Order Form. Member has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Member Content, and for obtaining all rights related to Member Content required by GoodTherapy to perform the Services.
3.2. Aggregated Data. Member agrees that, subject to GoodTherapy’s confidentiality obligations in this Agreement, GoodTherapy may (a) capture data regarding the use of the Services by Member, (b) collect metrics and data included in the Member Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Member agrees that GoodTherapy may use, reproduce, distribute and prepare derivative works from the Member Content, solely as incorporated into Aggregated Data, provided that under no circumstances will GoodTherapy use the Aggregated Data in a way that identifies Member or its users as the source of the data.
4. Third Party Services
Except as expressly permitted in this Agreement or as otherwise agreed by GoodTherapy in writing, Member is prohibited from linking to the Services, framing of all or any portion of the Services, and the extraction of data from the Services. GoodTherapy reserves the right to disable any unauthorized links or frames. GoodTherapy will not be responsible and expressly disclaims any liability for any third party services that Member may use or connect to through the Services. If Member activates any APIs or links to enable data sharing through the Services, Member thereby authorizes GoodTherapy to send and receive Member Content with any such activated third party service and represents and warrants to GoodTherapy that Member has all appropriate right and title to grant such authorization.
5. Intellectual Property.
5.1. Proprietary Rights. GoodTherapy’s intellectual property, including without limitation the Services, its trademarks and copyrights and excluding any Member Content contained therein, and any modification thereof, are and will remain the exclusive property of GoodTherapy and its licensors. No licenses or rights are granted to Member except for the limited rights expressly granted in this Agreement.
5.2. Feedback. Member agrees that advice, feedback, criticism, or comments provided to GoodTherapy related to the Services are given to GoodTherapy and may be used by GoodTherapy freely and without restriction and will not enable Member to claim any interest, ownership or royalty in GoodTherapy’s intellectual property.
6. Payment and Taxes..
6.1. Payment. Fees are set forth in the registration process (“Fees”). Fees owed by Member to GoodTherapy will be automatically debited from the bank account or other electronic payment method for which Member has provided applicable account information and Member hereby authorizes GoodTherapy to perform all such debits. GoodTherapy will send invoices to the contact(s) provided in the registration process. Member waives the right to contest billing discrepancies that are not reported within two billing cycles. Member agrees to pay all reasonable costs of collection in the event any amount is not paid when due. GoodTherapy, upon notice to Member, which notice may be in the form of an invoice, will have the right to change Fees effective any time, which right will include without limitation the right to charge a Fee for new features or functions of the Services or for features or functions that have previously been offered at no charge. Unless otherwise noted in the Order Form, all Fees are payable in United States Dollars, and non-refundable.
6.2. Automatic Payment Terms. Member authorizes GoodTherapy to charge the credit card information provided, beginning as of the Effective Date and annually thereafter, for all applicable fees due as defined in the Agreement. Member understands that this authorization will remain in effect until it is canceled in writing and agrees to notify GoodTherapy in writing of any changes in Member’s account information or termination of this authorization at least 15 days prior to the next billing date for monthly members and 30 days prior to the next billing date for annual members. If the payment date falls on a weekend or holiday, Member understands that payments may be executed on the next business day. Member agrees not to dispute these scheduled transactions with its credit card company provided the transactions correspond to the terms indicated in this Agreement.
6.3. Taxes.GoodTherapy Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature. Including value-added, sales, use or withholding taxes (“Taxes”). Member is responsible for paying all Taxes for which Member is responsible under this Section. GoodTherapy may invoice taxes to Member and Member will pay such taxes, unless Member provides GoodTherapy with a valid tax exemption certificate authorized by the appropriate taxing authority.
7. Term and Termination.
7.1. Term. This Agreement will be effective as of the stated date in the registration process (“Effective Date”) and remain in effect until terminated by either party as permitted by this Agreement.
7.2. Termination. Either party may terminate this Agreement by providing notice to the other party.
7.3. Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Member’s payment obligations under this Agreement.
8. Confidential Information.
8.1. Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Services, all features and functions thereof and related pricing and product plans will be the Confidential Information of GoodTherapy.
8.2. Non-Disclosure.Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
8.3. Exclusions.The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.
9. Representations and Warranties. Member represents, warrants and covenants that (i) the Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, without violating any contract to which it is a party. To the extent the Agreement is executed by a group administrator and/or entity (“Administrator”) on behalf of any Member, such Administrator represents and warrants that it has the authority to execute the Agreement on such Member’s behalf and to act on behalf of such Member, and only within the scope of such agency, with respect hereto.
10. Disclaimers. GOODTHERAPY DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT GOODTHERAPY WILL CORRECT ALL ERRORS OR THAT THE SERVICES WILL MEET MEMBER’S REQUIREMENTS OR EXPECTATIONS. GOODTHERAPY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICES THAT ARISE FROM MEMBER CONTENT OR APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. GOODTHERAPY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. IN NO EVENT WILL GOODTHERAPY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. GOODTHERAPY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES MEMBER HAS PAID TO GOODTHERAPY IN THE 3 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF GOODTHERAPY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.
12. Indemnification. Member agrees to defend and indemnify GoodTherapy and its affiliates from and against any legal action, demand, suit, or proceeding brought against GoodTherapy or its affiliates by a third party arising out of or related to the Member Content or Member’s use of the Services.
13. Publicity. Member hereby consents to GoodTherapy identifying Member as a member by name and logo in GoodTherapy’s promotional materials, subject to Member’s right to revoke such consent in writing at any time. Upon such revocation, GoodTherapy will have 30 days to process Member’s request.
14. Assignment. Member may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of GoodTherapy. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
15. Notices. Any notice required under this Agreement will be provided to the other party in writing. If Member wishes to provide notice to GoodTherapy, Member will send notice via email to: support@goodtherapy.org. GoodTherapy will send notices to one or more contact(s) on file for Member. Notices from GoodTherapy, other than for a breach of this Agreement may be provided within the Services.
16. Attorney’s Fees. In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.
17. Relationship of the Parties. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
18. No Third Party Beneficiaries. This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
19. Equitable Remedies. Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.
20. Force Majeure. Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.
21. Limitation of Claims. No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Member more than six months after it first have actual knowledge of the facts giving rise to the cause of action.
22. Export Compliance. Member must comply with United States, foreign and international laws and regulations, including without limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the Services including technical data and any Services deliverables provided under this Agreement and Member agrees to comply with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). Member is responsible for ensuring that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported directly or indirectly in violation of these laws. Member will indemnify GoodTherapy for any violation by Member of any applicable export controls or economic sanctions laws and regulations
23. Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in all respects in accordance with the laws of the state of Colorado, without regard to its conflicts of laws principles. Each party hereby consents to the exclusive venue and jurisdiction of the federal courts of Denver, Colorado. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
24. Severability, Waiver and Amendment. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.
25. Entire Agreement. These Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
