Terms of Use

Thank you for visiting our website (the “Site”), which is owned and provided by Synchronous Health, Inc (including its affiliates, “Karla,” “we” or “us”). Your use and access of the Site and the services offered through it is governed by and subject to the following terms and conditions. If you do not agree to these terms, or if you do not agree with our Privacy Policy, please do not use the Site or any services offered through the Site. BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THIS SITE, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS AND REPRESENT AND WARRANT THAT YOU ARE EIGHTEEN (18) YEARS OLD OR OLDER. IF YOU DO NOT AGREE TO THESE TERMS OR YOU ARE YOUNGER THAN EIGHTEEN (18) YEARS OLD, DO NOT USE THIS SITE.

Karla is an e-health platform. Through the Site we provide the following services (the “Services”): we enable you to obtain online counseling and therapy services from our network of mental health professionals (“Treatment Providers”); we provide online educational and personal development resources; and we provide appointment scheduling and reminders. Treatment Providers may include, but are not limited to, psychologists, counselors, clinical social workers, and therapists. Treatment Providers have an active license in the state(s) listed on their profile on the Site.

USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

IF YOU ARE CONSIDERING OR CONTEMPLATING SUICIDE OR FEEL THAT YOU ARE A DANGER TO YOURSELF OR TO OTHERS, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY, CALL 911, OR NOTIFY APPROPRIATE POLICE OR EMERGENCY MEDICAL PERSONNEL.

The Services do not include the provision of medical care, mental health services, or other professional services by Karla. Karla facilitates access to online counseling services provided by Treatment Providers. Each Treatment Provider is responsible for obtaining your informed consent to any medical diagnosis or treatment, including without limitation, your consent to use telehealth in the course of any consultation conducted through the Services, to the extent such consent is required by applicable state law.

While the Services may provide access to certain general medical information, and also may provide messaging functionality to contact your Treatment Provider(s), the Services cannot and are not intended to provide medical advice. We advise you to always seek the advice of a physician or other qualified healthcare provider with any questions regarding your personal health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from your doctor or other qualified healthcare provider because of something you have read on the Site. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately.

To the extent medical advice is provided to you by a Treatment Provider through the Services, such medical advice is based on your personal health data as provided by you and the local standards of care for your presenting symptoms, based on your use of the Services. Responses are not provided by Karla, but are provided by your Treatment Provider.

THE CONTENT ON THE SITE (OTHER THAN A DIRECT RESPONSE FROM A TREATMENT PROVIDER) IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR MEDICAL PROFESSIONALS FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH TREATMENT MAY BE APPROPRIATE FOR YOU. NONE OF THE INFORMATION ON THE SITE REPRESENTS OR WARRANTS THAT ANY PARTICULAR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU.

Access to certain portions of the Site and/or certain Content is restricted to registered users of our Services. As part of our registration process, you must provide us with personal identification information, billing information, and a current, valid email address. We need this information so that we can verify your identity, initiate billing charges, and make the full scope of member benefits available to you through the Site. This information will only be used by us and our Treatment Providers as permitted by our Terms and our Privacy Policy. The information will be made available for use by the Treatment Provider(s) you designate.

You agree to promptly pay all fees and charges for Treatment Provider counseling service (“Treatment Provider Services”), and you authorize us to automatically deduct all applicable charges and fees from the payment account(s) you designate in your user profile. You agree to be responsible for any telephone charges and/or Internet service fees you incur in accessing and using the Site.

If you have a health benefits policy that provides mental health coverage, you may be entitled to insurance reimbursement for Treatment Provider Services. You can discuss this with your insurance company by contacting them directly. We offer no guarantee that you will receive any such reimbursement. Regardless of insurance reimbursement, payment to your Treatment Provider(s) or Karla on behalf of your Treatment Provider(s), as applicable, for Treatment Provider Services is required at the time of each appointment. You acknowledge and agree that you shall be personally responsible for all incurred expenses.

When you register, you will be asked to choose a password. You are responsible for safeguarding and maintaining the confidentiality of your password and you agree not to disclose your password to any third party. You will be solely responsible for any activities or actions taken under your account, whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that any unauthorized person is using your password or your account (for example, your password has been lost or stolen, someone has attempted to use the Services through your account without your consent or your account has been accessed without your permission). We strongly recommend that you do not use the Services on public computers. We also recommend that you do not store your password through your web browser or other software.

You agree that the information that you provide to us at all times, including during registration and in any information you upload to your online profile maintained by or through the Services will be true, accurate, current, and complete. This information includes, but is not limited to, name, address, phone numbers, email addresses, payment information, and account numbers. Changes can be made in your user profile. Each time you log in to our Services, we will remind you to update your information, but you are solely responsible for the accuracy and completeness of your information. By using the Services, you are consenting to truthfully complete questions to the best of your knowledge and ability. By creating an account, you expressly consent to the use of: (a) electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

As part of our e-health platform, we may provide profile pages for Treatment Providers to enable them to post relevant information about their education, training, experience, and areas of specialization. Treatment Providers are solely and exclusively responsible for the content of their respective profiles, and we expressly disclaim any and all liability for the content of the Treatment Provider profiles, including, without limitation, the accuracy or reliability of any information contained therein.

Your profile will be established and maintained for you as a registered user of the Services to enter, store, and access your health information online, and for your Treatment Providers to communicate with you about your care. This may include history, current conditions, symptoms, complaints, allergies and medications. All of the information contained in your profile will be maintained in accordance with the Terms and our Privacy Policy. You agree to provide accurate and complete information for your profile, to periodically review such information, and to update information that you provide as needed. Please refer to our Privacy Policy for more information.

Your medical care and your mental health care are solely the responsibility of you and your Treatment Provider(s). All Treatment Providers available through the Services represent that they have degrees, licenses and/or certifications, as applicable, in the areas of psychology, family therapy, clinical social work, or counseling. We attempt to confirm the credentials of all Treatment Providers and to validate that they are in good standing with their respective licensure board(s). However, we are not responsible for credentialing Treatment Providers, we make no representation regarding the accuracy of Treatment Providers’ credentials, and we expressly disclaim any liability for fraudulent credentials or claims by Treatment Providers. In addition, changes in your Treatment Provider’s professional status could occur between the time we perform an initial credential check and the time you select your Treatment Provider. We recommend that you separately confirm that your Treatment Provider is in good standing with his or her respective licensing board(s).

Secure electronic messaging is always preferred to unsecured email, but under specific circumstances, unsecured email communication containing protected health information (“PHI”) may take place between you and us. For your convenience, we let you choose whether to receive email communications containing PHI. This email communication is not encrypted and may include messages from your Treatment Provider, appointment reminders and treatment referrals. You should consider that standard email is not a secure means of communication. There is some risk that any PHI contained in email may be disclosed to, or intercepted, printed, or stored by, unauthorized third parties. We cannot ensure the security or confidentiality of messages sent by email. You will receive email communication from us and from Treatment Providers. If you choose to receive PHI in emails, you authorize us to send you messages that include PHI, which may include disclosure of mental illness and substance abuse. This authorization indicates you understand and accept the risks involved with unsecured email communication of your PHI. You may always elect not to receive message content containing PHI. In that case, you would instead receive secure notifications of new messages that require you to log in to our secure site to read message content. We recommend this option if you want to increase the security and confidentiality of your communications on the Site. Even if you have requested us to send email containing PHI to you, you may revoke this request by notifying us at lisa.henderson@synchealth.co.

We also may contact you to cancel, schedule or reschedule appointments via phone. By providing your contact information and agreeing to these Terms, you give your consent to us to leave voice messages or speak with third parties at the phone numbers provided by you. Such contact by us will not divulge your PHI and will be limited to confirmation or rescheduling of appointments with Treatment Providers. If you wish to opt out of such communications, please contact us at lisa.henderson@synchealth.co.

If you supply any comments, information, or material via the Site, you represent and warrant to us that you have the legal right to supply such material and that it will not violate any law or the rights of any person or entity. Except for any PHI you submit to us, all information or material you supply to us through the Site shall be deemed and shall remain our property, and you hereby assign to us all right, title, and interest in and to any such information or material, without any restriction or obligation to you.

The Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Services:

(a) upload, post, email or otherwise transmit any content to which you do not have the lawful right to copy, transmit and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content);

(b) upload, post, email or otherwise transmit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

(c) use the Services to collect or store personal data about other users without their express permission;

(d) knowingly include or use any false or inaccurate information in any profile;

(e) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Services, or interfere with the access of any other user to the Services;

(f) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content;

(g) attempt to probe, scan or test the vulnerability of any Karlasystem or network or breach or impair or circumvent any security or authentication measures protecting the Services;

(h) attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

(i) use the Services in any way that competes with us, including, without limitation, misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Treatment Providers, directly or indirectly; or

(j) encourage or instruct any other person or entity to do any of the foregoing.

We are continually evolving and innovating our Services and the Site. We may change our Services, our Site, the content we offer, and the products or services you may access at any time. We may discontinue offering our Services or Site and we may suspend or terminate your right to use our Services or Site at any time, in the event that you breach these Terms, for any reason, or for no reason at all, in our sole discretion, and without prior notice to you. After such termination, we will have no further obligation to provide the Services, except to the extent we are obligated to provide you access to your health records or Treatment Providers are required to provide you with continuing care under their applicable legal, ethical and professional obligations to you.

Upon termination of your right to use our Services or Site or our termination of the Services or Site, all licenses and other rights granted to you by these Terms will immediately terminate.

You may terminate your account at any time and for any reason by sending us written notice requesting termination of your account. Any cancellation request will be handled within 30 days after we have received your request. No suspension, termination, or cancellation will affect your obligations to us under these Terms which by their nature are intended to survive such suspension, termination, or cancellation.

The Services, the Site, and all information and/or content that you see, hear, or otherwise experience on the Site (collectively, “Content”) are protected by U.S. and international copyright, trademark, and other laws. You will not acquire any intellectual property rights in the Services, the Site or our Content by your use of the Services or the Site. When you use our Services or Site you may access intellectual property rights that we or our licensors own or license. Subject to your compliance with the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-transferable and revocable license, without the right to sublicense, to access and use the Services and to download and print any Content provided by us solely for your personal and non-commercial purposes. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Content, except as expressly permitted in these Terms, without our express prior written consent. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. Unless otherwise expressly agreed in writing by us, the Services are only permitted to be used within the United States of America.

We may make available, on our Site and as part of our Services, links to third-party websites or resources from third parties on the Site. We are not responsible or liable for the availability or accuracy of, and we do not endorse, sponsor, or recommend such websites or resources, or the content, products, or services on or available from such websites or resources. When we make available such third-party links or resources on the Site or through the Services, you must look solely to the third party with respect to the content, products, or services they provide. We do not endorse and are not responsible for any of the content, products, or services provided by others. YOUR USE OF THE WEBSITES OR RESOURCES OF THIRD PARTIES IS AT YOUR OWN RISK. WE AND OUR AFFILIATES WILL NOT BE LIABLE FOR ANY OF YOUR LOSSES ARISING OUT OF OR RELATING TO THE WEBSITES OR RESOURCES OF THIRD PARTIES.

Your use of the Services and Content is at your sole discretion and risk. The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.

WE AND OUR LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

IN ADDITION, WE AND OUR LICENSORS AND AFFILIATES DISCLAIM ANY WARRANTIES REGARDING SECURITY, ACCURACY, RELIABILITY TIMELINESS AND PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION PROVIDED TO YOU BY US WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, THE ACCURACY OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THEIR APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES. OUR SERVICES AND SITE CONTENT ARE DEVELOPED FOR USE IN THE UNITED STATES AND WE AND OUR LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE SERVICES OR SITE CONTENT WHEN THEY ARE USED IN ANY OTHER COUNTRY.

SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

You will indemnify, defend, and hold harmless us, our licensors and affiliates and our respective directors, officers, employees, contractors, agents and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

(a) your access to or use of the Services, the Site, or the Content;

(b) your violation of any of the provisions of these Terms;

(c) any activity related to your account by you or any other person accessing the Site or Services through your account, including, without limitation, negligent or wrongful conduct; or

(d) your violation of any third party right, including ,without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

IN NO EVENT WILL WE OR OUR LICENSORS OR AFFILIATES BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, THE SITE, OR THE CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE SITE OR THE CONTENT, OR THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

NOTHING HEREIN SHALL LIMIT THE POTENTIAL PROFESSIONAL LIABILITY OF OUR TREATMENT PROVIDERS OR OTHER LICENSED HEALTHCARE PROFESSIONALS ARISING FROM OR RELATED TO MEDICAL OR MENTAL HEALTH ADVICE, DIAGNOSIS, OR TREATMENT THEY PROVIDE TO YOU, EXCEPT AS PROVIDED UNDER APPLICABLE STATE LAWS. IN MANY JURISDICTIONS, TREATMENT PROVIDERS ARE REQUIRED TO REPORT CONFIDENTIAL INFORMATION IF THEY HAVE REASON TO BELIEVE THAT A PATIENT IS LIKELY TO HARM OTHERS OR HIMSELF/HERSELF. IN NO EVENT SHALL WE BE LIABLE FOR THE DISCLOSURE OF YOUR CONFIDENTIAL INFORMATION BY A TREATMENT PROVIDER FROM WHOM YOU RECEIVE MENTAL HEALTH SERVICES. WE ARE NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF A TREATMENT PROVIDER PROVIDING MENTAL HEALTH SERVICES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR LICENSORS AND OUR AFFILIATES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED $1,000.

EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, THE SITE OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

The information on the Site including, without limitation, information regarding pricing, may contain typographical errors or other errors or inaccuracies, and may not be complete or current. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. We do not, however, guarantee that any such errors, inaccuracies, or omissions will be corrected. We reserve the right to refuse to fill any orders or provide Services that are based on inaccurate or erroneous information on the Site, including, without limitation, incorrect or out-of-date information regarding pricing, payment terms, or for any other lawful reason.

These Terms constitute the entire agreement between you and us relating to our Services, the Site, and the Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Services, the Site, or the Content. If there is any conflict between the Terms and a separate signed written agreement between you and us relating to our Services, the Site, or the Content, the signed written agreement will control.

Our licensors may be entitled to enforce the Terms as third-party beneficiaries. There are no other third-party beneficiaries to the Terms.

The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision shall be removed from the Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms shall continue to be valid and enforceable. Nothing contained in the Terms shall limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of the Terms are for convenience only and shall have no legal or contractual effect.

THESE TERMS OF SERVICE AND OUR RELATIONSHIP WITH YOU SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE, EXCLUDING ITS CHOICE OF LAWS RULES. YOU IRREVOCABLY AGREE THAT THE EXCLUSIVE VENUE FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, SHALL BE THE FEDERAL AND STATE COURTS LOCATED IN DAVIDSON COUNTY, TENNESSEE. YOU IRREVOCABLY CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS AND WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION BY THESE COURTS AND TO THIS VENUE. NOTWITHSTANDING THE FOREGOING, HOWEVER, YOU AGREE THAT WE MAY COMMENCE AND MAINTAIN AN ACTION OR PROCEEDING SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION.

We reserve the right to change our Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted to the Site. Your continued use of our Services or the Site will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the end of this document.

We encourage you to contact us at lisa.henderson@synchealth.co if you have any questions concerning the Terms. Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. If you would like to contact us via physical mail, our mailing address is: 331 54th Avenue Nashville, TN 37209.

Last Revised: August 18, 2016