CLICK THERAPEUTICS, INC.
Last Updated and Effective: August 1, 2023
THE SERVICES ARE FOR NON-EMERGENCY PURPOSES ONLY. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM. THE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY OR TIME-CRITICAL CALLS OR COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, MEDICAL CARE UNIT, OR ANY OTHER KIND OF EMERGENCY OR TIME-CRITICAL SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE NOT INTENDED TO (AND DO NOT) CREATE ANY PATIENT RELATIONSHIP BETWEEN CLICK AND YOU, NOR SHOULD YOUR USE OF THE SERVICES BE CONSIDERED A REPLACEMENT FOR CONSULTATION WITH A HEALTH CARE PROFESSIONAL. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON OR VIA THE SERVICES OR THE RESULTS YOU MAY RECEIVE THROUGH THE SERVICES.
We reserve the right, at our discretion, to modify, replace, update or change any of these Terms or change, suspend, or discontinue the Services (including the availability of any feature, database, or content) at any time and for any reason. Click shall not be liable to you for any such modification, replacement, suspension or discontinuation of your rights to access and use the Services. However, if we make any material changes to these Terms, we will update the “Last Updated” date set forth at the beginning of these Terms, and we will notify you by e-mail, post a notice on our home page, or alert you to such changes by other similar means. We may also impose limits on certain features of the Services or restrict your access to all or part of the Services without notice or liability. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services, you agree to accept all such revisions, and any updates or revisions to these Terms.
1. Your Account and Registration
You must register and create an account (an “Account”) to use the Services. When creating an Account, you represent and warrant that: (a) you are at least 18 years old; (b) you have the legal capacity to enter into a binding contract; and (c) all information you provide to us is truthful and accurate. You agree that you will create only one Account. You are responsible for maintaining the confidentiality of your Account password, and you agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account. Click may, in its sole discretion, reject your Account registration, delete your Account, change our eligibility criteria, or otherwise refuse to offer the Services to you or any other person or entity at any time, for any reason.
When creating an Account, you will be required to select a screen name (a “Click User ID”) and password with which you will use to login and access your Account. You shall not select or use as a Click User ID any name or other words: (a) with the intent to impersonate another person; (b) subject to any rights of any third party without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. Click reserves the right to refuse registration of, or cancel, a Click User ID in its sole discretion. You shall never use another user’s Account without such other user’s express permission. You will immediately notify Click in writing of any unauthorized use of your Account, or other Account related security breach of which you become aware.
As a condition of using our Services, you will be required to provide Click with your email address and phone number as part of Account registration. As part of the Services, you will receive from us email and other communications (e.g., SMS messages and voice calls) relating to your use of our Services. By disclosing your contact information or otherwise sending electronic communications through the Services, you acknowledge and agree that we may send you communications through registered mail, email and other electronic communications, SMS messages, voice calls or otherwise, in each case that we determine, in our sole discretion, are related to your use of our Services. As part of using our Services, you agree to receive all agreements, notices, disclosures and other communications that we provide to you in electronic form, and acknowledge that receipt of such documents in electronic form satisfies any legal requirement that such communications be in writing.
PLEASE NOTE THAT WHEN YOU CONTACT US BY EMAIL OR TEXT, SUCH COMMUNICATION MAY NOT BE SECURE OR CONFIDENTIAL. BY SENDING ANY CONFIDENTIAL OR PERSONAL INFORMATION TO US VIA EMAIL OR TEXT, OR AGREEING TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US THROUGH EMAIL OR TEXT, YOU ACKNOWLEDGE AND ACCEPT ANY RISK OR DAMAGE ARISING FROM THE DISCLOSURE OF SUCH INFORMATION.
2. Privacy and your Personal Information
3. Rules and Conduct
As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms or any applicable law, rule, or regulation of a governmental or regulatory authority (“Applicable Laws”). You shall not: (a) take any action that imposes or may impose (as determined by Click in its sole discretion) an unreasonable or disproportionately large load on Click’s (or its third-party providers’) infrastructure; (b) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (c) bypass any measures Click may use to prevent or restrict access to the Services (or other accounts, computer systems, or networks connected to the Services); (d) run mail list, listserv, any form of auto-responder, or “spam” on the Services; or (e) use manual or automated software, devices, or other processes to “crawl” or “spider” any page or part of the Services.
You shall not, directly or indirectly: (a) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services; (b) modify, translate, or otherwise create derivative works of any part of the Services; or (c) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all Applicable Laws with respect to your use of the Services or your publishing of any User Submission (as defined below) in or on the Services. Click reserves the right to remove any User Submission or other content from the Services at any time, for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such content or User Submission).
4. Third-Party Sites and Materials
CLICK HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY ANY THIRD-PARTY SERVICE PROVIDER. IN ADDITION, YOU AGREE THAT CLICK WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, MATERIALS OR SERVICES PROVIDED BY ANY THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE PROVIDERS LINKED THROUGH THE SERVICES, AND YOU AGREE TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES, LOSS, OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM OR ALLEGED TO HAVE RESULTED FROM YOUR USE OF THIRD-PARTY MATERIALS AND THIRD-PARTY WEBSITES.
5. Content; Intellectual Property
As between you and Click, the Services and all content and material provided via the Services (“Content”) are the sole property of Click. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit the Services or any Content or third-party submissions or other proprietary rights not owned by you: (a) without the consent of the respective owners or other valid right; and (b) in any way that violates any third-party right or is in violation of any Applicable Law.
You may, to the extent the Services expressly authorize you to do so, download or copy the Content, and other items displayed on the Services for download, for personal use only in accordance with these Terms, provided that you maintain all copyright, trademark, and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use in accordance with these Terms is expressly prohibited without prior written permission from Click, or from the copyright holder identified in such Content’s copyright notice. You acknowledge that all Content accessed by you using the Services is at your own risk. All Content is provided “as is.” Under no circumstances will Click be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Services. All rights in and to the Services not expressly granted in these Terms are hereby reserved and retained by Click.
Click Therapeutics, Digital Therapeutics, DiNaMo, Digital Working Alliance, The Active Ingredient Is You, Selene, M-NET, MMBM, ELSCI, Clickadian, Clickheart, and any other trademarks or logos used by Click (“Click Marks”) are trademarks or registered trademarks of Click. Other trademarks, service marks, graphics and logos appearing on the Services may be the property of third parties (“Third-Party Marks”). Neither your use of the Services nor these Terms grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Click Marks or any Third-Party Marks.
6. User Submissions
The Services may provide you with the ability to create, upload, submit, disclose, distribute or otherwise post content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, works of authorship or other information related to the Services, including any feedback or suggestions for improvements, enhancements, or error corrections (collectively, “User Submissions”). You represent and warrant that you have the legal right to post such User Submissions and that doing so will not violate any law or infringe upon or violate the rights of any person or entity. By posting User Submissions through the Services, you hereby grant us a perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), worldwide right and license to display, transmit, copy, distribute, use, perform, create derivative works of, and otherwise exploit such User Submissions for any and all purposes.
You understand that Click shall have the right to de-identify, reformat, excerpt, or translate any materials, content, or information submitted by you. Click does not endorse and has no control over any User Submissions. Click has no obligation to monitor the Services or User Submissions. Click may remove any User Submissions at any time for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such User Submissions), or for no reason at all. You understand that Click shall have the right, but not the obligation, to record or monitor for quality assurance and training purposes all telephonic, video, e-mail, and other forms of communication. By accepting these Terms, you consent to any such recording or saving.
You represent and warrant that any User Submissions provided by you: (a) will not infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity; (b) is not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) does not constitute unauthorized or unsolicited advertising, junk, or bulk e-mail (“spamming”); (d) does not involve commercial activities or sales without Click’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) does not contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Click or any third party; (f) does not impersonate any person or entity, including any employee or representative of Click; and (g) does not violate any Applicable Law.
Click may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately upon such notice, which may result in the forfeiture and destruction of all information and User Submissions associated with your Account. Upon termination of your right to use our Services or our termination of the Services, all licenses and other rights granted to you by these Terms will immediately terminate.
If you wish to terminate your account, you may do so by following the instructions on the applicable site or app. All provisions of these Terms which by their nature should survive termination shall survive termination, including Sections 5 – 16.
8. Warranties; Disclaimers
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICES (INCLUDING ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CLICK, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (a) THE SERVICES WILL BE ACCURATE, COMPLETE, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (b) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (c) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (d) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT: (x) YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK; AND (y) CLICK HAS NO FIDUCIARY DUTY TO YOU OR ANY OTHER SPECIAL RELATIONSHIP WITH YOU.
IN CONNECTION WITH YOUR RECEIPT OF SERVICES, CLICK’S SITE OR MOBILE APPLICATIONS MAY SUGGEST THAT YOU ENGAGE IN CERTAIN SUGGESTED ACTIVITIES AND/OR THAT YOU TAKE, OR REFRAIN FROM TAKING, PARTICULAR ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT ANY ACTIONS YOU TAKE BASED ON SUCH SUGGESTIONS SHALL BE AT YOUR OWN RISK AND EXPENSE. CLICK CANNOT GUARANTEE THAT ANY SUCH SUGGESTED ACTIONS WILL BE SAFE, SUITABLE FOR YOU, OR IMPROVE YOUR HEALTH, AND CLICK WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH SUGGESTIONS, OR FOR ANY ACTIONS YOU TAKE BASED ON SUCH SUGGESTIONS.
You shall indemnify, defend, and hold harmless Click, its affiliates and its and their respective employees, contractors, directors, suppliers, partners, and representatives from and against any and all liabilities, claims, or expenses, including reasonable attorneys’ fees, arising out of or relating to any: (a) use or misuse of, or access to, the Services, Content, User Submissions, or any mobile application offered by Click; (b) your participation in any activities suggested by our Services (including our mobile applications), including any actions that you take (or refrain from taking), in connection with such suggested activities; (c) breach of these Terms; (d) actual or alleged negligence, willful misconduct, or violation of any Applicable Law in connection with the Services; or (e) infringement, violation, or misappropriation of any intellectual property or other right of any person or entity; in each case (a)–(e) whether by you or any third party using your Account. Click reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Click in asserting any available defenses.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL CLICK, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (INCLUDING ANY CONTENT) PROVIDED HEREUNDER, INCLUDING ANY LIABILITY: (a) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (b) FOR ANY DAMAGES IN EXCESS OF TEN U.S. DOLLARS ($10.00). ANY CLAIMS AGAINST CLICK ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT AGAINST CLICK WITHIN ONE (1) YEAR OF THE DATE OF THE APPLICABLE EVENT GIVING RISE TO SUCH ACTION, OR BE FOREVER BARRED.
NOTWITHSTANDING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL CLICK OR ITS AFFILIATES HAVE ANY LIABILITY WHATSOEVER FOR ANY : (x) HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY LICENSED MEDICAL PROFESSIONAL OR OTHER THIRD PARTY; OR (Y) DELAY, UNINTENDED DISCLOSURE, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SERVICES.
11. International Use
Accessing the Services is prohibited from territories where such Services are illegal. If you access the Services from other countries, you do so at your own initiative and are responsible for compliance with all Applicable Laws.
12. Governing Law; Dispute Resolution
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. These Terms shall be governed by, construed, and interpreted in accordance with the laws of the State of New York, USA, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by binding arbitration in Manhattan County, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Manhattan County, New York, USA. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT.
13. Integration and Severability
Click shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Click’s reasonable control, including mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Click’s prior written consent. Click may assign, transfer or delegate any of its rights and obligations hereunder without consent. Click’s licensors may be entitled to enforce these Terms as third-party beneficiaries. There are no other third-party beneficiaries to these Terms. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
15. Digital Millennium Copyright Act Policy
If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Click to delete, edit, or disable the material in question, you must provide Click with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Click to locate the material; (d) information reasonably sufficient to permit Click to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Click’s designated agent at:
Attn: Copyright Agent
Click Therapeutics, Inc.
80 White Street
New York, NY 10013
16. Contact You may contact us at the following address: 80 White Street, New York, NY 10013 or at email@example.com.