Terms of Use V1.0 (February 2, 2024)
Welcome to Xaia! This is the User Agreement between you (also referred to herein as "User" or "Customer" or "You" or "you") and VRx Health, Inc. (""VRx," "we," "us," and "our"). This User Agreement ("Agreement" or "User Agreement") governs your use of all services provided by VRx described below and all other services that may be offered by VRx from time to time, including but not limited to Xaia, the software known as Synergi, any associated web applications, and any data used with Xaia and/or Synergi ("VRx Services" or "Services"). By downloading or otherwise using Xaia, Synergi or any other VRx Services through the website xaia.health, any VRx application, and any other VRx website or VRx's APIs, (collectively the "VRx Site"), you agree that you have read, understand, and accept all of the terms and conditions contained in this Agreement including our Privacy Policy. You may have to agree to additional terms and conditions to use additional services offered by VRx.
By accessing Xaia or otherwise utilizing any VRx Service, this Agreement becomes effective and is deemed executed as of the earliest date of (i) your first use of Xaia and/or any other VRx Service; and/or (ii) your electronic confirmation that you agree to these Terms (which includes your creation of a user profile on Xaia and/or your clicking a box confirming that you accept this Agreement's terms).
IF YOU DO NOT WISH TO AGREE TO THESE TERMS THEN YOU MUST NOT USE XAIA, SYNERGI AND/OR ANY OTHER VRx SERVICE.
1. Dispute Resolution.
PLEASE BE AWARE THAT SECTION 11 AND APPENDIX 1 OF THIS AGREEMENT CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND VRx. AMONG OTHER THINGS, APPENDIX 1 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. APPENDIX 1 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 11 AND APPENDIX 1 CAREFULLY.
2. IMPORTANT NOTICES.
IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL YOUR LOCAL EMERGENCY SERVICES NUMBER AND NOTIFY THE RELEVANT AUTHORITIES (click here for a link to emergency and crisis resources in your area). XAIA IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND VRx CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.
VRx SERVICES ARE NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS REQUIRING AN IN-PERSON EVALUATION AND YOU SHOULD NOT USE IT IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT NOT LIMITED TO, COURT-ORDERED THERAPY OR EMOTIONAL SERVICE DOG CERTIFICATION. VRx SERVICES ARE ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH A VRx SERVICE.
DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH A VRx SERVICE.
3. Privacy and Security and Additional Terms.
Information about our security and privacy practices can be found in our Privacy Policy. BY AGREEING TO THIS AGREEMENT AND/OR BY USING A VRx SERVICE, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS OF THIS AGREEMENT ALSO APPLY TO CHANGES AND REVISIONS OF THE PRIVACY POLICY.
Please note that your use of any VRx Service may also be subject to additional terms and conditions communicated to you by us from time to time (including within a VRx Service). Your use of a VRx Service may also be subject to the terms and conditions of the source location from which you downloaded the VRx Service, for example, the application store from which you downloaded the VRx Service.
By using VRx Services, you agree to our collection and use of certain information about you and technical information about the devices you use and related software, hardware, and peripherals to improve VRx Services and to provide any VRx Service to you.
4. Disclaimer of Warranty and Our Limitation on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM ANY VRx SERVICE AND/OR YOUR USE OF ANY VRx SERVICE, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY KIND AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH ANY VRx SERVICE.
YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT EACH VRx SERVICE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF ANY VRx SERVICE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.
YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.
YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF ANY VRx SERVICE WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF TO VRx IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.
If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law. This section (limitation of liability) shall survive the termination or expiration of this Agreement.
5. Fees and Costs.
We reserve the right to charge you fees for your use of any VRx Service and may request that you agree to pay fees and charges while you are using a VRx Service. Failure to pay any such fees and charges may result in the termination of your access to VRx Services without further notice.
We also offer different subscription options that you can choose. Any type of subscription you choose will continue and will automatically renew until you cancel the membership. By choosing a recurring subscription, you acknowledge that such paid services have a recurring payment and you accept responsibility for all recurring charges prior to cancellation.
The monthly subscription plan gives you a fixed number of minutes per month. The minutes will roll-over to subsequent months, so unused minutes accumulate and can be used at a later date. Additionally, you can purchase extra "minute bundles" which do not expire.
You can cancel the subscription to the service at any time for any reason. Your membership must be canceled before it renews in order to avoid the next billing cycle.
We reserve the right to change our subscription or adjust prices of our services. Any changes to your membership services will only take effect following proper notice to you.
6. Third Party Content.
VRx Services may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.
Third Party Content is not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgment about whether to use any such independent sites, including whether to buy any products or services offered by them.
7. Support.
If you want to learn more about a VRx Service or have any problems using them, please reach out via the support section on the VRx website or by emailing support@xaia.health or contact us on Discord at https://discord.gg/dGUfBpqh2R.
If you think a VRx Service is faulty or misdescribed or wish to contact us for any other reason, please email our customer service team at support@xaia.health.
8. How You May Use VRx Services.
In return for your agreeing to comply with these Terms, you may download, access, or stream a copy of certain VRx Services onto such number of devices as we permit from time to time and view, use, and display those VRx Services on such devices for the purposes described herein only.
If you download or stream a VRx Service onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the device.
You must be 18 or over to use the Software.
All rights and interests (including intellectual property rights) in any VRx Service belong to and shall remain vested in the Company. You have no intellectual property rights in, or to, any VRx Service.
We reserve the right to terminate your use of and access to any VRx Service for any reason and in our sole discretion, whether reasonable or unreasonable.
9. Updates and Changes to VRx Services.
We may update or change a VRx Service without prior notice to you, and we may ask you to update the software for the VRx Service. If you choose not to install such updates, you may not be able to continue using the VRx Services.
10. Notices.
We may provide notices or other communications to you regarding this Agreement or any aspect of Xaia, by email to the email address that we have on record, by regular mail, or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to support@xaia.health.
Notice to California Residents: The Board of Behavioral Sciences receives and responds to complaints regarding services provided within the scope of practice of (marriage and family therapists, clinical social workers, or professional clinical therapists). You may contact the board online at www.bbs.ca.gov, or by calling (916) 574-7830.
11. General Provisions
11.1. Entire Agreement. This Agreement and the Privacy Policy incorporated by reference herein comprise the entire understanding and agreement between you and VRx as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind, including without limitation any prior versions of this Agreement. Section headings are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
11.2. Assignment. We reserve the right to assign our rights without restriction, including to any VRx affiliates or subsidiaries, or to any successor in interest. If VRx is acquired by or merged with a third-party entity, we reserve the right to transfer or assign the information we have collected as part of such merger, acquisition, sale, or other change of control. You may not assign any rights granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void.
11.3. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under the law, and the validity or enforceability of any other provision shall not be affected.
11.4. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration.
11.5. Governing Law. These terms are governed by the laws of the State of California, without regard to principles of conflict of law, except to the extent governed by United States federal law.
11.6. Agreement to Arbitrate. You agree to be bound by the Arbitration Agreement in Appendix 1 to this Agreement.
11.7. Force Majeure. We shall not be liable for delays, failure in performance, or interruption of service resulting from any cause or condition beyond our reasonable control, including but not limited to interruption in telecommunications or Internet services, failure of equipment, acts of God, acts of civil or military authorities, terrorism, civil disturbance, war, strike or other labor disputes, fire, pandemic, or other catastrophes.
11.8. Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable laws. Our failure to insist upon or enforce strict performance by you of any provision or to exercise any right under this Agreement shall not be construed as a waiver of any provision or right.
11.9. Your Relationship With Us. VRx is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and VRx, or authorize you to act as agent of VRx.
1.1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and VRx agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services or the VRx Site, any Communications you receive, any products sold or distributed through the VRx Site, the Services, or this User Agreement (including prior versions), will be resolved by binding arbitration, rather than in court, with limited exceptions. "Dispute" includes any claims that arose before the effective date of these Terms or after their termination.
1.2. Waiver of Jury Trial. YOU AND VRx HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
1.3. Waiver of Class and Other Non-Individualized Relief. YOU AND VRx AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND EACH PARTY WAIVES ANY RIGHT TO HAVE ANY DISPUTE BROUGHT, HEARD, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION.
1.4. Rules and Forum. The Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration Agreement. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules. If the AAA is unavailable, the parties will select an alternative forum. The place of arbitration will be your county of residence, unless otherwise agreed.
1.5. Arbitrator. The arbitrator shall be a retired judge or an attorney licensed to practice law in California, selected by mutual agreement of the parties or appointed by the AAA.
1.6. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including disputes about the interpretation, applicability, enforceability, or validity of this Arbitration Agreement, with specific exceptions as outlined above.
1.7. Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that a claim or defense was frivolous or brought for an improper purpose.
1.8. Batch Arbitration. If 100 or more individual Requests of a substantially similar nature are filed against VRx by or with the same law firm or organization in a 30-day period, the AAA will administer the demands in batches of 100 Requests, appoint one arbitrator per batch, and conduct each batch as a single consolidated arbitration.
1.9. Modification. If VRx makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the VRx Site or Services following the posting of changes constitutes your acceptance of any such changes.