Flourish Labs, Inc. Terms of Service

Who is who

“ You” or “ User” means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Agreement on that person’s or entity’s behalf, that by using our Services you’re accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.

Flourish Labs Inc (“ Flourish Labs”, “ we”, “ us” and “ our”) is a healthcare company dedicated to peer support. We expand the mental health workforce by hiring and training young adults with diverse backgrounds and past experience of mental health challenges or addiction to become certified Peer Support Specialists. On Peers.net, our HIPAA-compliant telehealth platform, teenagers and young adults can book a 1-on-1 session with a professional peer supporter of their choice, within 24 hours.

Flourish Labs is not a medical group and does not provide medical advice, care, and/or treatment.

All peer support services are provided by trained Peer Support Specialists (each, a “ Provider” or “ Peer Supporter”) that are overseen by a licensed clinician practicing within independently owned and operated professional practices. In California, this is known as “Divisadero Health Services of California, P.C.” In New Jersey, this is known as Divisadero Health Services of New Jersey, P.C.” In all other states, this is known as “Divisadero Health Services, P.A.” Flourish Labs is the Management Services Organization for Divisadero Health.  Flourish Labs does not itself provide any peer support services.

Arbitration notice

These Terms provide that all disputes between you and Flourish Labs that in any way relate to these Terms and/or the Services will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review Dispute resolution; arbitration agreement for the details regarding your agreement to arbitrate any disputes with Flourish Labs.

What our services are, and are not

We provide you with telehealth access to Peer Supporters who offer emotional support, teach skills, and share their knowledge and personal experiences dealing with depression, anxiety, eating disorders, trauma, stress, LGBTQ+ questions, and more.

Availability of services, eligibility & minimum age requirements

Flourish Labs operates subject to state and federal regulations, and certain Services may not be available in your state.

You may use the Services only if you are 12 years or older, and are not barred from using the Services under applicable law.

If you are under the age of 12, please do not attempt to provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 12, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 12, please contact us.

You may not use the Services if you have been removed from the Services by Flourish Labs.

Our Services are controlled and operated from facilities in the United States. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

User account, your information, communication

Your account on our Website(s) gives you access to certain Services and functionality that we may change from time to time and at our sole discretion. When using Services that require a user account, for example booking a peer support session, you agree to provide us with complete and accurate information and to keep the information current so that we can communicate with you about your account and/or associated Services.

We may need to send you emails or messages about notable updates (like changes to our Terms or Privacy Policy), or to let you know about legal inquiries or complaints we receive about the ways you use our Services so you can make informed choices in response.

We may also contact you to share more details about what we have to offer (i.e., marketing). If you aren’t interested, you can opt out of the marketing communications, whether it’s an email or text message. See section “Our communication with you” below for more details.

If you’d like to learn about how we handle the data you provide us, please see our Privacy Policy.

You’re solely responsible and liable for all activity under your account. You’re also fully responsible for maintaining the security of your account. We’re not liable for any acts or omissions by you, including any damages of any kind incurred as a result of your acts or omissions.

Don’t share or misuse your access credentials, and notify us immediately of any unauthorized uses of your account. If we believe your account has been compromised, we may suspend or disable it.

Limited license to use the services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Services for your own personal non-commercial purposes only. We reserve all rights in our Services and our Content (as defined in the “Content and intellectual property” section below) not expressly granted to you under these Terms. We may terminate this license at any time for any reason or no reason.

Changes to the services

Our Services are evolving over time. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. We may permanently or temporarily terminate or suspend your access to the Service for no reason or any reason, including if we determine that you violate any provision of these Terms. Upon termination for any reason or no reason, you continue to be bound by these Terms.

Disruption of service due to technical issues

At Peers.net, we are committed to providing a seamless and supportive experience during all  peer support sessions. However, we recognize that technical issues may occasionally disrupt a scheduled session. This policy outlines our approach to handling such disruptions to ensure transparency and customer satisfaction by providing clear steps on what to do if technical issues arise.

Third-party resources

Our Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

Feedback

We are always looking to improve our Website and Services and welcome any feedback, comments and suggestions for improvements (“ Feedback”). You can submit feedback via our customer service, or by contacting us.

When you share comments, ideas, or feedback with us, you agree that we’re free to use them without any restriction or compensation to you.

Content and intellectual property

For purposes of these Terms, “ Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services. “ User Content” means any Content that users (including you) provide to be made available through the Services, such as things that you write, upload, submit, store, send, receive, or share with us using our Services.

Your general representation and warranty

You represent and warrant that your use of our Services:

Our communication with you

Fees, payment, and renewal

No third-party rights

Unless expressly stated in these Terms, nothing herein is intended to confer any rights, obligations, duties, or remedies, on any person other than you, Flourish Labs, Divisadero Health, and their affiliates. Nothing in the Terms is intended to relieve or discharge the obligation or liability of any third persons to you, Flourish Labs, Divisadero Health, and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, Flourish Labs, Divisadero Health, and its affiliates. The Services are only provided for your benefit and may not be relied on by any third party.

Dispute resolution; arbitration agreement

We will try to work in good faith to resolve any issue you have with the Services if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a client's satisfaction.

You and Flourish Labs agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Services shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Flourish Labs are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Flourish Labs.

If you desire to assert a claim against Flourish Labs, and you therefore elect to seek arbitration, you must first send to Flourish Labs, by certified mail, a written notice of your claim (“ Notice”). The Notice to Flourish Labs should be addressed to: Flourish Labs, Inc., Attn: LEGAL NOTICE, 530 Divisadero St. #108, San Francisco, CA 94117 (“ Notice Address”). If Flourish Labs desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Flourish Labs, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“ Demand”). If Flourish Labs and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Flourish Labs may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Flourish Labs or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Flourish Labs receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “ AAA Rules”) of the American Arbitration Association (“ AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Flourish Labs and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Flourish Labs’ last written settlement offer made before an arbitrator was selected (or if Flourish Labs did not make a settlement offer before an arbitrator was selected), then Flourish Labs will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND FLOURISH LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and Flourish Labs agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for San Francisco County, California. Both Flourish Labs and you agree to waive any and all rights to a jury trial in the event this agreement to arbitrate is found to be unenforceable.

Force majeure

We will not be deemed to be in breach of these terms or liable or deemed to have defaulted for any breach of these Terms or our Privacy Policy for any failure or delay in fulfilling or performing any term of these Terms of Use, when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control, including, without limitation, the following force majeure events (“ Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other events beyond the reasonable control of Flourish Labs. We will do our best to communicate with you and to provide notice within thirty (30) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. Flourish Labs shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

Termination

We may terminate your access to all or any part of our Services at any time, with or without cause or notice, effective immediately, including if we believe, in our sole discretion, that you have violated this Agreement, any service guidelines, or other applicable terms. We will have no obligation to provide a refund of any fees previously paid.

You can stop using our Services at any time, or, if you use a Paid Service, you can cancel at any time, subject to the Fees and Payment section of these Terms.

Disclaimers

Our Services are provided “as is.” Flourish Labs and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, to the maximum extent allowed by applicable law, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Flourish Labs, nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you obtain our Services at your own discretion and risk.

Limitation of liability

In no event will Flourish Labs, or its suppliers, partners, or licensors, be liable (including for any third-party products or services purchased or used through our Services) with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $50 or the fees paid by you to Flourish Labs under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Flourish Labs shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

Indemnification

You agree to indemnify and hold harmless Flourish Labs, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services or applicable law.

Jurisdiction and applicable law

Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions and the application of the United Nations Convention of Contracts for the International Sale of Goods, and the proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services will be the state and federal courts located in San Francisco County, California, U.S.A. Nothing in this Agreement affects your rights as a consumer to rely on mandatory provisions in your country of residence.

Changes to Terms

We may modify these Terms from time to time, for example, to reflect changes to our Services or for legal, regulatory, or security reasons. If we do this, we’ll provide notice of the changes, such as by posting the amended Terms and updating the “Last Updated” date or, if the changes, in our sole discretion, are material, we may notify you through our Services or other communications. Any changes will apply on a going-forward basis, and, unless we say otherwise, the amended Terms will be effective immediately. By continuing to use our Services after we’ve notified you, you agree to be bound by the new Terms. You have the right to object to any changes at any time by ceasing your use of our Services.

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