If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at email@example.com .
Your use of our Website or Platform shall constitute your acceptance of this Agreement and to all of the terms and conditions stated under this Agreement and our https://sprypt.com/privacypolicy referenced herein.
Spry Therapeutics is a company that facilitates therapist-patient interactions and the rendition of professional services through secure electronic means including access to pre-recorded video modules and real time video conferencing (synchronous communications), asynchronous store and forwarding of PHI, and secure messaging between every Clinic or Provider or Physical Therapist, Occupational Therapist, Speech Language Pathologist, Chiropractor using Platform ("Provider" or "Practitioner") and Patient ("User" or "Patient").
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING AND NAVIGATING THROUGH OUR PLATFORM THROUGH OUR WEBSITE, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR https://sprypt.com/privacypolicy REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE OR PLATFORM.
Capitalized terms not defined herein shall have the same meaning ascribed to them under our https://sprypt.com/privacypolicy . If you are a Provider, Part A shall be applicable to your use and access of the Platform and its Services thereof in addition the Terms of Service. If you (by yourself or through your representatives) intend to avail the services of a Provider through the Platform as a Patient, Part B shall be applicable to your use and access of the Platform and its Services thereof in addition to the Terms of Service.
- INTRODUCTION TO SPRY THERAPEUTICS
Spry Therapeutics has created a state of the art platform, Spry. Spry is a purpose-built platform for the Physical Rehabilitation Industry. For rehabilitation providers it streamlines care delivery, increases their capacity and patient lifetime value. It includes demand generation, appointment, charting, revenue collections management, exercise content, CRM, payments, and care co-ordination. Spry also helps Practitioners and the Patients discover each other with the help of exclusive Google MyBusiness listings or by integrating Spry with third-party service providers that provide similar services.
For rehabilitation patients it acts as a virtual bridge between the patient and the therapist. It includes a virtual assistant which guides through the exercises, provide real time feedback, nudge incases of non-adherence and ensures recovery is in line with the plan.
Patients and Providers are responsible for determining uses and disclosures of patient medical information maintained in on the Platform and in the respective clinics of Providers, in accordance with their legal and professional responsibilities as health care professionals and state and federal medical privacy laws, including the federal Health Insurance Portability and Accountability Act ("HIPAA"). To the extent that Spry Therapeutics receives or maintains patient medical information in the course of operating this Platform, that information is secured, used and disclosed only in accordance with Spry Therapeutics' legal obligations as a "Business Associate" under HIPAA.
We provide two services through the Website:
1) Spry 360° ("Spry 360")
To achieve the best outcomes for your clinic in terms of patients as well as business; seamless coordination between your front office, therapist, finance, and business teams is a must. This is where a smart solution like Spry plays an important role. Spry 360 is a technology platform that's built to meet every business need while making the human touch accessible to patients through the virtual world.
2) Spry Edge ("Spry Edge")
The front office is the first and the most important point of contact for any patient. It not only impacts the new patient inflow but also the retention, which includes increasing the reach of the clinic and attracting the right patients. Spry Edge is a stand-alone specialized patient intake module that streamlines processes automatically right from the marketing content for the patients to managing appointments and verifying insurance eligibility. It helps ease not just your burden but that of your staff, therapists and patients as well. With select offerings, it seamlessly guides patients from the search stage to the implementation stage.
- GENERAL TERMS AND CONDITIONS
We reserve the right, at our sole discretion, to change or modify these Terms of Service at any time. If we need to change these Terms of Service, we will advise you and will post the revised Terms of Service through our Service and update the "Last Revised" date to reflect the date of the changes. You are responsible for being aware of any modifications or changes made to these Terms of Service. By continuing to use our Platform after we post such modifications or changes, you agree to the terms of this Terms of Service, as modified or changed.
- TERRITORIAL RESTRICTION
Our Website and Platform are only available for use outside the European Union. Our Website and Platform are not available for use by residents of, visitors to, or your employees who reside in the European Union (collectively a " European "). If you are a European, please do not register, and/or use our Website or Platform. If you are a resident in the United States of America (" US "), you must comply with these Terms of Service and our https://sprypt.com/privacypolicy . If you are a resident of any other country, please ensure compliance with all local laws prior to using our Website or Platform.
- THIRD PARTY LINKS
THE PLATFORM MAY BE LINKED TO THE WEBSITE OF THIRD PARTIES, AFFILIATES AND BUSINESS PARTNERS. SPRY HAS NO CONTROL OVER, AND SHALL NOT BE LIABLE OR RESPONSIBLE FOR ACCURACY, VALIDITY, RELIABILITY, QUALITY OF THE CONTENT MADE AVAILABLE TO YOU THROUGH THE LINKED WEBSITES. INCLUSION OF ANY LINK TO THE PLATFORM ON THIRD PARTY WEBSITES DOES NOT IMPLY THAT SPRY ENDORSES THE WEBSITE OR THE PRACTITIONER USING THE THIRD-PARTY WEBSITE TO LIST THEIR SERVICES. PATIENT MAY USE THE LINKS AND THESE SERVICES AT USER'S OWN RISK.
SPRY THERAPEUTICS DOES NOT REVIEW, INSPECT, ENDORSE OR OTHERWISE APPROVE ANY PRACTITIONER THAT HAS BEEN LINKED TO US WITH THE HELP OF GOOGLE MYBUSINESS OR ANY WEBSITE OFFERING SIMILAR SERVICES TO WHICH SPRY MAY BE LINKED. UNDER NO CIRCUMSTANCE SHALL SPRY BE LIABLE IN ANY MANNER FOR THE MISREPRESENTATION OR INACCURATE INFORMATION SHARED BY THE PROVIDER ON THEIR GOOGLE MYBUSINESS LISTING OR ANY WEBSITE OFFERING SIMILAR SERVICES TO WHICH SPRY MAY BE LINKED.
SPRY MERELY OPERATES AS A FACILITATION PLATFORM/SOFTWARE THAT ALLOWS PATIENTS TO BOOK/MANAGE APPOINTMENTS WITH PRACTITIONERS.
AS A PROVIDER, YOU AGREE THAT YOU SHALL BE RESPONSIBLE PROVIDING ACCURATE INFORMATION ABOUT YOUR QUALIFICATIONS AND OTHER DETAILS OF THE PRACTITIONER WHICH SHALL BE PROVIDED BY SPRY ON AN "AS IS" BASIS. YOU AGREE TO HOLD US HARMLESS FROM ANY AND ALL CLAIMS ARISING DUE TO THE INCORRECT REPRESENTATIONS AND INACCURATE DETAILS PROVIDED BY YOU. IF SPRY DETERMINES THAT YOU HAVE PROVIDED FRAUDULENT, INACCURATE, OR INCOMPLETE INFORMATION, INCLUDING THROUGH FEEDBACK, SPRY RESERVES THE RIGHT TO IMMEDIATELY SUSPEND YOUR ACCESS TO THE PLATFORM OR ANY OF YOUR ACCOUNTS WITH SPRY AND MAKES SUCH DECLARATION ON THE WEBSITE AS DETERMINED BY SPRY FOR THE PROTECTION OF ITS BUSINESS AND IN THE INTERESTS OF THE PATIENTS.
Our https://sprypt.com/privacypolicy describes how we handle the personal and business information you provide to us when you register for our Website or Platform . You understand that through your use of our Website or Platform, you consent to the collection and use (as set forth in the https://sprypt.com/privacypolicy ) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Spry Therapeutics and our affiliates. YOU SPECIFICALLY CONSENT TO SPRY THERAPUETICS' COLLECTION, USAGE, AND STORAGE OF YOUR PERSONAL HEALTH INFORMATION (SENSITIVE PERSONAL INFORMATION) FOR IN ACCORDANCE WITH THIS AGREEMENT AND THE https://sprypt.com/privacypolicy
- SERVICE LICENSE
Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website or Platform to: (a) use our Platform for your use in accordance with this Agreement on any mobile device owned or otherwise controlled by you strictly in accordance with this Agreement, and (b) access, stream, and use on your mobile device our Website or Platform and content made available in or otherwise accessible through our Website or Platform, strictly in accordance with this Agreement.
You will not use, copy, adapt, modify, prepare derivative works based upon our Website or Platform , distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website or Platform , except as expressly permitted in this Agreement. When using and accessing our Website or Platform, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE OR PLATFORM. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO SPRY THERAPEUTICS FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE OR PLATFORM.
- ACCESS AND SERVICE RESTRICTIONS
You agree that our Platform, including but not limited to the Website graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Spry Therapeutics and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website or Platform, in any manner, and you will not exploit our Website or Platform in any unauthorized way whatsoever, including but not limited to, using our Website or Platform to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Website or Platform in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Website or Platform.
- RESERVATION OF RIGHTS
You acknowledge and agree that our Website and Platform are provided for your use. Except to the extent necessary to access and use our Website or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Website or Platform, whether expressly, by implication, estoppel, or otherwise. Spry Therapeutics and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website and Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
- ACCESS RIGHTS
You can access and use our Website at https://spryhealth.care/ . When using our Platform, you are required to provide us with registration information including personal information. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our https://sprypt.com/privacypolicy . You agree to cooperate with us if the security of our Website or Platform is compromised by you or another person through the use of our Website or Platform. We will not be liable for any loss or damage arising from your failure to comply with this Section.
We collect personal and business information (as set forth in our https://sprypt.com/privacypolicy ), which we need, from you when you register to use our Website or Platform. This information is necessary for us to provide our Website or Platform to you and is stored on our servers to enable us to continue to provide our Website or Platform to you. Upon your written request, we will provide you with a list of all of the Personal Information that we store on you within sixty (60) days of receiving your request. Also, upon your prior written request, we will delete any such information within sixty (60) days of receiving your request. Notwithstanding, please note that, if you ask us to delete all such information, we will not be able to continue to provide our Website or Platform to you. Please send your requests to us at firstname.lastname@example.org .
- REQUIRED CONDUCT AND PROHIBITED CONDUCT
As a condition to access our Website or Platform, you agree to this Agreement and to strictly observe the following:
- Required Conduct
- Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
- Provide accurate information to Spry Therapeutics and update from time to time as may be necessary;
- Review our https://sprypt.com/privacypolicy ; and
- Review and comply with notices sent by Spry Therapeutics, if any, concerning our Website or Platform.
- Prohibited Conduct
- Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Website or Platform (excluding any user content);
- Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Website or Platform, or any part thereof;
- Utilize information, content or any data you view on and/or obtain from our Website or Platform to provide any service that is competitive with us;
- Imply or state, directly or indirectly, that you are affiliated with or endorsed by Spry Therapeutics unless you have entered into a written agreement with us;
- Adapt, modify, or create derivative works based on our Website or Platform or technology underlying our Website or Platform, or other users' content, in whole or in part;
- Rent, lease, loan, trade, sell/re-sell access to our Website or Platform or any information therein, or the equivalent, in whole or part;
- Access, reload, or "refresh" or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;
- Use manual or automated software, devices, scripts robots, othermeans or processes to "scrape", "crawl" or "spider" any web pages contained in the Website;
- Use automated methods to add contacts or send messages;
- Engage in "framing", "mirroring", or otherwise simulating the appearance or function of our Website;
- Attempt to or actually access our Website or Platform by any means other than through the interface provided by Spry Therapeutics;
- Attempt to or actually override any security component included in or underlying our Website or Platform;
- Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
- Remove any copyright, trademark, or other proprietary rights notices contained in or on our Website or Platform, including those of both Spry Therapeutics or any of our licensors;
- Use any information obtained from our Website or Platform to harass, abuse, or harm another user; or
- Engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.
- HIPAA COMPLIANCE
Spry Therapeutics agrees to comply with all applicable federal and state laws and regulations governing the privacy and security of health information, including without limitation the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the regulations promulgated thereunder and shall remain in compliance with these laws and regulations as they may be amended from time to time. Spry Therapeutics represents and warrants that its employees performing services under this Agreement receive appropriate HIPAA training. The Parties agree to execute and abide by the terms of the Business Associate Agreement presented by Spry Therapeutics.
- SPRY THERAPEUTICS COMMUNICATIONS
You understand and agree that you may receive information and push notifications from Spry Therapeutics via email, our App, text message on your mobile device, or calls to your mobile number. You hereby consent to receive communications via email, our App, text message on your mobile device, or calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not Spry Therapeutics.
- Email Contact . We may send promotional messages about us and our products and services related to our Website and Platform to your email. When you send us a query email at email@example.com , you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with these Terms of Service and our https://sprypt.com/privacypolicy .
- Push Notification . You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Website and Platform .
You agree to indemnify, defend, and hold Spry Therapeutics and our officers, employees, managers, directors, customers, and agents (the "Indemnitees") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys' fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Spry Therapeutics and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
Your access to and use of our Website and Platform or any content are at your own risk. You understand and agree that our Website and Platform are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website or Platform; and (iv) whether our Website or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website or Platform, will create any warranty or representation not expressly made herein
SPRY THERAPEUTICS DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA OUR WEBSITE OR PLATFORM, BUT SPRY THERAPEUTICS WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL SPRY THERAPEUTICS BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND SPRY THERAPEUTICS SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.
YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE PROVIDER SERVICES OR THE RESULT OF ANY ACTION OR INACTION ON YOUR PART DUE TO THE ADVICE/ SUGGESTION OF THE PROVIDER, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY PROVIDER/CLINIC.
YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE CANCELLATION OR NO SHOW BY THE PRACTITIONER OR PATIENT OR RESCHEDULING OF A BOOKED APPOINTMENT OR ANY VARIATION IN THE FEE CHARGED.
- LIMITATION OF LIABILITY
You acknowledge and agree that, in no event will Spry Therapeutics be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Website or Platform, including, without limitation, any information made available through our Website or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website or Platform. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Spry Therapeutics may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Spry Therapeutics' liability will be the minimum permitted under applicable law.
- TERMINATION AND SUSPENSION
We reserve the right to suspend or terminate your account or cease providing you with access to all or part of our Website or Platform at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our https://sprypt.com/privacypolicy , (ii) you create risk or possible legal exposure for Spry Therapeutics; or (iii) our provision of our Website or Platform to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Website or Platform.
All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.
- COPYRIGHT INFRINGEMENT/DMCA NOTICE
If you believe that any content on our Website or Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (" DMCA Takedown Notice ")) must be provided to our designated Copyright Agent.
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our Website or Platform that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and email address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
- Spry Therapeutics' Copyright Agent to receive DMCA Takedown Notices is Brijraj Bhuptani , firstname.lastname@example.org , at Spry Therapeutics Inc., 1207 Delaware Ave #481, Wilmington DE 19806. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by Spry Therapeutics in connection with the written notification and allegation of copyright infringement.
This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
- ANTI-BRIBERY AND EXPORT COMPLIANCE
You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website or Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, "Export") our Website or Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.
We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Website or Platform by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of our Website or Platform shall constitute your consent to such changes.
- RELATIONSHIP OF PARTIES
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Spry Therapeutics to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Spry Therapeutics.
- GOVERNING LAW
This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in below.
- DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SPRY THERAPEUTICS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Spry Therapeutics agree (a) to waive your and Spry Therapeutics' respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website or Platform, resolved in a court, and (b) to waive your and Spry Therapeutics' respective rights to a jury trial. Instead, you and Spry Therapeutics agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
- No Class Arbitrations, Class Actions or Representative Actions
You and Spry Therapeutics agree that any Dispute arising out of or related to these Terms of Service or use or access of our Website or Platform is personal to you and Spry Therapeutics and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Spry Therapeutics agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Spry Therapeutics agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
- Federal Arbitration Act
You and Spry Therapeutics agree that these Terms of Service affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.
- Notice; Informal Dispute Resolution
You and Spry Therapeutics agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Spry Therapeutics shall be sent by certified mail or courier to Spry Therapeutics Inc., Attn:Brijraj Bhuptani, 1207 Delaware Ave #481, Wilmington DE 19806. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Spry Therapeutics account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Spry Therapeutics cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Spry Therapeutics may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND SPRY THERAPEUTICS AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR SPRY THERAPEUTICS WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND SPRY THERAPEUTICS WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Spry Therapeutics agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
- Authority of Arbitrator
As limited by the FAA, these Terms of Service and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.
The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys' fees and expenses if we prevail in arbitration.
- Rules of AAA
The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Service, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
- Opt-Out Right
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: SPRY THERAPEUTICS , RE: OPT-OUT, 1207 DELAWARE AVE #481, WILMINGTON DE 19806. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
This Agreement along with our https://sprypt.com/privacypolicy constitutes the entire agreement between you and Spry Therapeutics and supersedes any prior agreements between you and Spry Therapeutics with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website or Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Spry Therapeutics shall be given by certified mail, postage prepaid and return receipt requested to Spry Therapeutics Inc. at 1207 Delaware Ave #481, Wilmington DE 19806. Any notices to you shall be provided to you through our Website or Platform or given to you via the email address or physical address you provide to Spry Therapeutics during the registration process.
PART – A- Additional Terms for Providers
- You provide rehabilitative therapy related medical services to your patients. You, as a Covered Entity under HIPAA are required to enter into a "Business Associate Agreement", to obtain satisfactory assurances that Spry Therapeutics, a Business Associate as that term is defined under HIPAA, will appropriately safeguard all Protected Health Information ("PHI") as defined herein, disclosed, created, maintained or received by Spry Therapeutics on your behalf. By accessing or using our Service, you agree to be bound by this Agreement, our "Business Associate Agreement," and to use our Platform in accordance with the terms and conditions of this Agreement.
- Account: To use our Platform, you need to set up an account ("Account"). When you set up an Account, you will need to enter your name, certain information as detailed in our https://sprypt.com/privacypolicyregarding your practice and payment method, and create a password ("Password"). You agree that all information you provide is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it current. You may not transfer or share your Password or Account (collectively, the "Account Information") with anyone outside of your practice. You are responsible for maintaining the confidentiality of your Account Information and for all activities that occur under your Password or Account.
- Account Set-up - You may set up an account by either of the following methods:
- You may use the access credentials provided to you by your clinic or organization to set up your Account and access the Platform.
- You may set up an individual account by providing us certain additional information, including but not limited to, your National Provider Identifier ("NPI") number.
- You may set up an Account by logging in with a third party social networking websites ("SNS") including but not limited to Google, Facebook. You shall link your Account with SNS by either: (i) providing your third-party account login details; or (ii) allowing Platform to access the third party account, to the extent permissible by the terms and conditions of the SNS. You agree that you are obligated to disclose your third party account details, without breach of the terms and conditions of the SNS and without causing an obligation on Spry to pay any fees or any such obligations or limitation. By granting us access to your third party accounts, you understand that we will access, make available or store, if applicable any content that you have provided in the third party account ("SNS Content"). Unless otherwise specified in this Agreement, all SNS Content remain your data. Please note that your relationship with any SNS associated with your third- party accounts is governed solely by your agreement(s) with such SNS. Spry makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Spry is not responsible for any SNS Content.
- Unauthorized Use:You agree to immediately notify us upon becoming aware of any unauthorized use of your Account Information. Spry Therapeutics reserves the right to take any and all action, as it deems necessary, regarding the security of our Service and your Account Information. Under no circumstances shall Spry Therapeutics be held liable to you for any claims or damages resulting from or arising out of your use of our Service, your use of the Account Information, or your release of the Account Information to a third party.
- ELIGIBILITY & ACCESS RESTRICTIONS
We require every Provider using Platform ("Provider") to be a registered, trained, and experienced, licensed accredited Counselor, or similar applicable recognized professional certification as required by law ("Provider Accreditation"). Spry Therapeutics may require verification of your Provider Accreditation before allowing you to access the Platform ("Provider Verification").
Additionally, to be eligible to use our Website or Platform, you must meet the following criteria and represent and warrant that you: (a) have been provided with a password and username from the clinic/group you are affiliated with or have adequately completed the Provider Verification to the satisfaction of Spry Therapeutics; (b) are 18 years of age or older; (c) are not currently restricted from accessing our Website or Platform, or not otherwise prohibited from having an account, (d) are not our competitor, or are not using our Website or Platform for reasons that are in competition with us; (e) will only maintain one registered account at any given time; (f) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (g) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (h) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website or Platform.
- PAYMENT FOR SERVICES
Spry360: The Services offered on the Platform will be charged as per the fees and pricing mutually discussed and agreed between the Provider and the Company. You are responsible for charging your patients your usual and customary fees and completing any insurance reimbursement forms the same as you do for in-office visits.
The term of this Agreement will commence upon the day you create an Account and accept the terms and conditions of this Agreement and remain in full force and effect for an initial term of one (1) year (the "Initial Term"). The Initial Term will automatically renew and extend for additional one (1) year periods (each a "Renewal Term" and, collectively with the Initial Term, the "Term"), unless this Agreement is terminated by mutual written consent of both you and Spry Therapeutics. You will receive no refund of any subscription fees paid in advance unless otherwise agreed to in writing by Spry Therapeutics.
The Business Associate Agreement is available here
PART- B- Additional Terms for Patients
Setting up an Account: To use our Platform and Patient Portal you are required to set up an account ("Account"). When you set up an Account, you are required to enter your name, email address, password ("Password") and certain other information (e.g., date of birth, contact information, insurance information and relevant medical history). You agree that all information you provide is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it current. You may not transfer or share your Password or Account (collectively, the "Account Information") with anyone. You are responsible for maintaining the confidentiality of your Account Information and for all activities that occur under your Password or Account. You agree to immediately notify us upon becoming aware of any unauthorized use of your Account Information. Spry Therapeutics reserves the right to take any and all action, as it deems necessary, regarding the security of our Service and your Account Information. Under no circumstances shall Spry Therapeutics be held liable to you for any liabilities or damages resulting from or arising out of your use of our Platform, your use of the Account Information, or your release of the Account Information to a third party. To use our Service, you must also reside in a jurisdiction in which we offer our Service, and you must be at least 18 years of age.
Patient Portal: Upon setting up an account, You may log in to the Patient's Portal in two ways:
You may use the Patient Code provided to you by your Provider to set up your account, log-in to the Patient Portal, and access our Platform.
You may directly set up your Account, and log into the after taking our clinically validated assessment. This assessment may be shared with your Provider to assist them in planning your care.
- CONSENT TO OBTAIN ELECTRONIC MEDICAL RECORDS
You hereby consent to us and our Providers pulling your medical records from your medical and health service providers for use in conjunction with advice and counsel being provided to you via our Platform in accordance with the terms and conditions set forth in this Terms of Service. You may withdraw this consent at any time by emailing us at email@example.com. But please note that if you withdraw this consent, it may affect our and our Providers' ability to provide you our Service and the advice and counsel set forth in this Terms of Service.
- HIPAA CONSENT
You hereby consent to our healthcare Providers, provided they are a covered entity as defined by Health Insurance Portability and Accountability Act ("HIPAA"), if you are located in the United States, to access, use, and disclose your Protected Health Information ("PHI) for treatment, payment, and health care operations provided to you via our platform in accordance with the terms and conditions set forth in this Terms of Service. You may withdraw this consent at any time by emailing us at firstname.lastname@example.org. But please note that if you withdraw this consent, it may affect our and our Providers' ability to provide you our Service and the advice and counsel set forth in this Terms of Service.
- ELIGIBILITY & ACCESS RESTRICTIONS
You agree that you will not create more than one Account or create an Account for anyone other than yourself without first receiving permission from the other person. In exchange for your use of the Platform and, if applicable, in order for Providers to send messages to you, you agree to: provide true, accurate, current, and complete information about yourself as prompted by our Account enrollment form; and to maintain, and promptly update such Account information, each time you log on, as far as possible to keep it true, accurate, current, and complete.
If you provide any information that is untrue, inaccurate, not current, or incomplete, or Spry Therapeutics has reasonable grounds to suspect that such Account information is untrue, inaccurate, not current, or incomplete, Spry Therapeutics reserves the right to transition your treatment to another Provider outside of Spry Therapeutics or take other steps as appropriate.
- RELATIONSHIP WITH PROVIDERS
The Providers are neither our employees nor agents nor representatives are merely using the Platform as a way to communicate with you. The Platform's role is limited to enabling the Provider to provide Patients with services, and any such services provided are the responsibility of the Provider who provides them. If you feel the services provided by the Provider do not fit your needs or expectations, you may change to a different Provider who provides services through the Platform. If a Provider you have been connected with stops using the Platform at any time after you have been connected, we will send an email to notify you that your Provider is no longer on the Platform and that you have the opportunity to match with a new Provider.
Any information or advice received from a Provider comes from them alone, and not from Spry Therapeutics. Your interactions with the Providers via the Platform are not intended to take the place of your relationship with your regular health care practitioners or primary care physician. Neither Spry Therapeutics, nor any of its subsidiaries or affiliates or any third party who may promote the Platform or provide a link to our services, shall be liable for any professional advice obtained from a Provider via the Platform, nor any information obtained on the Website. Spry Therapeutics does not recommend or endorse any specific Providers, tests, physicians, medications, products, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Website or Platform is solely at your own risk and you assume full responsibility for all risks associated herewith.
We shall facilitate the discovery of Providers alone. Spry Therapeutics does not review, inspect, endorse or otherwise approve any Provider that has been listed by us with the help of the Google My Business feature. Under no circumstance shall Spry Therapeutics be liable in any manner for the acts or omissions of the clinic in furnishing information on their Google MyBusiness profile or any other third-party service provider who renders similar services.
Our Website and Platform are currently provided to you at no cost. In the event that we change this in the future, we will communicate such modification to you as per the procedure detailed under Section 24 or as otherwise specified in another agreement between Spry Therapeutics and you.
You may delete your Account at any time for any reason by sending us an email at email@example.com . You understand that deletion or termination of your Account may involve deletion of your Account Information from our live databases as well as any content that you uploaded to the Service using such Account, but your Providers, or Spry Therapeutics on behalf of the Providers, may retain your Account Information in accordance with applicable laws and professional standards. You agree that we will not be liable for any termination of your access to our Service or deletion of your Account or content uploaded by you.
- BOOKING AN APPOINTMENT
The Patient may book an appointment with the Practitioner:
(i) Through the Practitioner's Spry link that is made available online; or
(ii) By making a call and booking an appointment with the Practitioner directly; or
(iii) By taking a walk-in appointment.
The Patient may reschedule or cancel their appointment by communicated the same to the Practitioner directly.
- CONSULTATION TERMS AND CONDITIONS
The Patient understands and agrees that any advice or diagnosis made by any Practitioner does not create a licensed medical professional/patient relationship, between Spry and you.
Any decision or action taken by you after consulting a Practitioner will be at your sole discretion. It is deemed that you would have discussed with the Practitioner regarding the consequences and side-effects of any recommendations of the Practitioner. We agree to provide you with any reasonable assistance to connect with the Practitioner to resolve any grievances that you may have in relation to the course and outcome of the treatment.
The Patient shall refrain from raising any personal queries or advice on the Platform which are not related to a specific disease / medicine.
The Patient shall not rely on any other external modes of communication for interacting/communicating with the Practitioners.
It is hereby expressly clarified that, the services you obtain or receive from Spry, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise on the Platform is for informational and logistical purposes only. We make no guarantees, representations or warranties, whether expressed or implied, with respect to professional qualifications, quality of work, expertise or other information of the Practitioner.