Kip Labs, Inc.
Last Updated: August 17, 2016
Welcome! We’re Kip Labs, Inc. (“Kip Labs”).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. ADDITIONALLY YOU AGREE THAT ALL INFORMATION SUBMITTED BY YOU IS TRUE AND ACCURATE.
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, via the App or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or via the App, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because 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.
Kip Labs provides a platform for communication between patients and their Clinicians for limited purposes. We also offer information and a means to enable you to obtain jn-person consultations and treatment for mental health by facilitating the connection between you and nearby mental health professionals through the use of the App. KIP LABS IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR MENTAL HEALTH CARE, DOES NOT PROVIDE MEDICAL SERVICES OR MENTAL HEALTH TREATMENT, AND IS NOT A HEALTH CARE PROVIDER. THE CLINICIAN WITH WHICH YOU ESTABLISH A TREATMENT RELATIONSHIP IS SOLELY RESPONSIBLE FOR PROVIDING YOU WITH MEDICAL SERVICES. WE ONLY ACT AS A TECHNOLOGY PLATFORM TO CONNECT YOU WITH CLINICIANS WHO MAY BE INTERESTED IN PROVIDING YOU WITH MEDICAL SERVICES.
Kip Labs does not provide any medical advice, diagnosis, or treatment suggestions. This is the responsibility of your Clinician. Any health information services, suggestions, or other content on the Services are for informational purposes only. You assume full responsibility for the use of any information obtained through the Services and agree that we’re not responsible or liable for any claim, loss, or damage arising from using that information. If you rely on any information provided by us or on the Services, you do so at your own risk. Kip Labs does not guarantee response times for any communications between you and your Clinician using the Services. The Services are not designed or intended for use in emergency situations. Emergency and urgent questions and situations should be directed immediately by telephone or in-person to qualified professionals (e.g., in the United States, call 911 and/or visit an urgent care center).
To use the Application, you first need to sign up with Kip. When signing up, you are obligated to provide us with certain information, such as your name, address, date of birth, credit card information and the name of your primary care provider (if you have one). In the future, we may also require users to provide insurance information. Upon successful completion of the sign up process, we will provide you with a personal account, accessible for you with a password of your choice.
The App is designed to enable you to make therapy appointments mental health professionals. The App identifies to you healthcare professionals who have agreed to be listed on our App and have engaged us to perform related services. You will be able to select a mental health professional who you wish will perform mental health services for you including psychotherapy. After your selection, the App then sends a message to the professional you selected that asks the professional whether he or she would like to provide you with the requested services. In the event a health care professional agrees to provide you with healthcare services, the App schedules those services and bills you on behalf of the healthcare professional. We make no representation or warranty to you any mental healthe professional will be available to perform mental health services.
You may only use the Services if you are a patient of a Clinician. You must also (i) be over the age of 18, unless, if you are under the age of 18, your parent or legal guardian has provided your Clinician with a written document in a form provided by your Clinician granting you permission to use the Services; (ii) be a resident of the same State as your Clinician; (iii) have a doctor-patient relationship with the Clinician who registered you for the Services; and (iv) are not barred from using the Services under applicable law.
Any access to or use of the Services by anyone under 18 without the written consent of a parent or legal guardian in a form provided by your Clinician is expressly prohibited.
If you want to use the Services as a patient you’ll need to have an account (“Patient Account”). To have a Patient Account, you must first be authorized to access the Services by your Clinician. If your Clinician authorizes your use of the Services, your Clinician will receive an access code from Kip Labs which will allow your Clinician to create a Patient Account for you. It’s important that you provide your Clinician with accurate, complete and up-to-date information for your Patient Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. You agree that you won’t disclose your Patient Account password to anyone and you’ll notify us immediately of any unauthorized use of your Patient Account. You’re responsible for all activities that occur under your Patient Account, whether or not you know about them.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
For purposes of these Terms: (i) “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; (ii) “Kip Labs Content” means Content that Kip Labs makes available through the Services, including any Content licensed from a third party, but excluding Patient Content and Clinician Content; (iii) “Patient Content” means any Content that Patient Account holders (including you) provide to be made available through the Services, including but not limited to responses to Clinician questions or requests for information; and (iv) “Clinician Content” means Content that a Clinician uploads, publishes, submits or transmits to be made available through the Services including but not limited to correspondence from your Clinician, such as any questions or requests for information. Content includes without limitation Kip Labs Content, Patient Content and Clinician Content.
Kip Labs does not claim any ownership rights in any Patient Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Patient Content. Subject to the foregoing, Kip Labs and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Subject to your compliance with these Terms, Kip Labs grants you a limited, non-exclusive, non-transferable, non-sub-licensable license solely in connection with your permitted use of the Services to view, download and use the Content solely for your personal and non-commercial purposes.
By signing up to Kip, you grant Kip permission to coordinate and manage bookings between you and your clinician. You also grant Kip access to data required to perform the job of coordinating and managing bookings including your first name + last initial, phone number, email, appointment date, time, and provider name. This information is only used to coordinate bookings. Kip has permission to share this information with your clinician.
By making available any Patient Content on or through the Services, you hereby grant to Kip Labs a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, reproduce and distribute such Patient Content only on, through or by means of the Services for the sole purpose of providing the Services to you and your Clinician. You are solely responsible for all your Patient Content. You represent and warrant that you own all your Patient Content or you have all rights that are necessary to grant us the license rights in your Patient Content under these Terms. You also represent and warrant that neither your Patient Content, nor your use and provision of your Patient Content to be made available through the Services, nor any use of your Patient Content by Kip Labs on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Sharing of Patient Content (including Patient Health Information) with your Clinician Patient Content (including individually identifiable health information) that you submit or upload onto the Services is collected for the benefit of your Clinician and will be made available to your Clinician. Kip Labs does not claim any rights in or to individually identifiable health information about you. Kip Labs does not control your Clinician’s use or disclosure of your Patient Content or your individually identifiable health information. Your Clinician should give you a notice of privacy practices that describes how he or she uses and discloses health information about you. Kip Labs does not store your complete medical records; for a complete copy of such records, contact your Clinician.
You and your Clinician control who has access to your individually identifiable health information.
As directed by your Clinician, we may give your PHI to other Clinicians or health care providers for the purposes of your treatment. We may also disclose your PHI to individuals who are not health care providers such as your teacher, but if the person to whom we are directed to disclose your PHI is not a health care provider, we’ll only disclose your PHI to that person if you provide a release form to your Clinician allowing us to do so. Your Clinician's ability to disclose your PHI for these and similar purposes is restricted by applicable federal law and state law, including the Health Information Portability and Accountability Act (HIPAA) and the applicable privacy laws of the state in which you reside. If you wish to restrict the disclosures that your Clinician makes of your PHI, you should make a request directly to your Clinician.
We may also use your health information to operate our Services, and we may give it to our service providers to assist us in providing the Services. We may disclose it if we are compelled to do so by law, including valid legal process. In order to maintain the security of your Patient Account, we may monitor and keep a log of access to it, and we may maintain the log until we determine it is no longer needed.
We may use individually identifiable health information that you submit as part of the Services to create de-identified information (i.e., information that does not identify you), and we may use or disclose de-identified information without restriction. You transfer and assign to us all right, title and interest in and to all such de-identified information, and you agree that we may use, disclose, market, license and sell such de-Identified information for any purpose without restriction, and that you have no interest in such de-identified information, or in the proceeds of any sale, license, or other commercialization thereof. We use IP addresses to analyze trends, administer the site and gather broad demographic information for aggregate use. IP addresses are not linked to individually identifiable information. We do not link IP addresses and device identifiers to PII or PHI.
There is no charge to register with us or download the App on your mobile device. You are charged only when you actually use the Services to schedule a consultation with a clinician. Each clinician sets his or own fees for his or her time and services, but your payment to them includes a portion that is retained by us for our administrative Services in connection with the App. We reserve the right to introduce a fee in the future for downloading the App as registering with us. If we decide to introduce such a fee, we will inform you accordingly and allow you to either continue or terminate your account.
The rates that apply for the in-person services provided by the clinician can be found on our website and through the App. These may be modified or updated from time to time. It is your own responsibility to remain informed about the current rates for the services made available through the App. Kip Labs shall, on behalf of the clinician, charge you for the medical services provided to you by that clinician. You agree that you will pay for all services you receive from the clinician, and that Kip may charge your credit card account, as provided by you when registering for the Services, for the services including any taxes and late fees, as applicable, that may be accrued by or in connection with your account. You are responsible for the timely payment of all fees and for providing Kip Labs with a valid credit card account for payment of all fees at all times. Any payment made is non-refundable.
At present we do not process any insurance claims, nor will the clinicians process claims on your behalf. Although the consultations/treatments you receive from clinicians through the App may or may not be covered by your insurance, it is solely up to you to contact your health plan, determine whether coverage applies and submit a claim. You are responsible for the full fee (and for paying the fee in advance) regardless of whether you later are able to receive reimbursement from your health plan for part or all of the cost.
Because certain of your Patient Content, including your individually identifiable health information, becomes part of your Clinician's health record about you, you cannot delete it. If you want us to modify or delete your Patient Content, please contact your Clinician with your request. We’ll work with your Clinician, and, if appropriate, we’ll take steps to deactivate your Patient Account and to modify or delete your information as soon as we can in consultation with your Clinician, but please note that some information may remain in archived/backup copies for our records or as otherwise required by law. In addition, your Clinician may still retain copies of this information as part of your medical records. To obtain a copy of your medical records, please contact your Clinician directly.
Subject to your compliance with these Terms, Kip Labs grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Kip Labs reserves all rights in and to the App not expressly granted to you under these Terms.
You agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Kip Labs respects copyright law and expects its users to do the same. It is Kip Labs’ policy to terminate in appropriate circumstances Patient Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
The Services and App 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.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Patient Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of Services or your Patient Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
The Services AND CONTENT are provided BY US “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ANY ACCESS TO OR USE OF THE SERVICES IS VOLUNTARY. WE WILL REGARD ALL ACCESS OR USE AS VOLUNTARY AND AT THE SOLE RISK OF THE USER. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
KIP LABS MAKES NO WARRANTY THAT YOUR CLINICIAN WILL SEE AND/OR RESPOND TO YOUR PATIENT CONTENT WITHIN A TIMELY MANNER OR AT ALL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KIP LABS OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
The Services are solely designed to enable you to obtain consultations and treatment for mental health by facilitating the connection between you and nearby clinicians and providing an online communication platform for use between you and your clinician. NOTHING CONTAINED IN THE SERVICES IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. Any information contained in the Services should not be relied upon as the basis of any health-care decision. The Services do not constitute the practice of any medical, nursing or other professional health care advice, diagnosis or treatment. NEVER DISREGARD, AVOID OR DELAY IN OBTAINING MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER BECAUSE OF SOMETHING YOU HAVE READ THROUGH OUR APPLICATION OR WEBSITE. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, YOU MAY USE THIS APPLICATION TO TRY TO CONTACT A NEARBY QUALIFIED HEALTH CARE PROFESSIONAL. HOWEVER, IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CALL 911 FOR EMERGENCY MEDICAL HELP.
We do not control, supply, warrant or guarantee any information, products, services or merchandise supplied by any of the health care providers that you may connect with via the Services.
We also do not warrant or guarantee that files that may be available for downloading through the Services will be free of infections or viruses, worms, Trojan horses or other code that contains contaminating or destructive properties.
You will indemnify and hold harmless Kip Labs and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your Patient Content, or (iii) your violation of these Terms.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU AND/OR THE CLINICIAN WHO AUTHORIZED YOUR ACCESS TO THE SERVICES. NEITHER Kip Labs NOR ANY OTHER party involved in creating, producing, or delivering the services OR CONTENT will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES arising ouT of or in connection with thESE TERMS or from the use OF or inability to use the ServiceS or CONTENT, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not KIP LABS has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In no event will KIP LAB’ total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the ServiceS or content EXCEED ONE HUNDRED DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KIP LABS AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
You and Kip Labs agree that any dispute, controversy or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content will be settled by final and binding arbitration, except that each party retains the right to (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
The arbitration will be administered by the American Arbitration Association (“AAA”) 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. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and Kip Labs otherwise agree, the arbitration will be conducted in in San Francisco, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Kip Labs submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. 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’s fees will be shared equally between you and Kip Labs and each of you and Kip Labs will bear its own costs and attorneys’ fees.
These Terms constitute the entire and exclusive understanding and agreement between Kip Labs and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Kip Labs and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Kip Labs’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Kip Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
This Agreement constitutes the entire agreement between us and you with respect to the subject matter contained in this Agreement and supersede all previous and contemporaneous agreements, proposals and communications, written or oral, related to that subject matter. You also may be subject to additional terms and conditions that may apply when you use the products or services of a third party that are available through the Services. In the event of any conflict between any such third-party terms and conditions and this Agreement, this Agreement will govern. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to any conflicts of law provisions contained therein.
Any notices or other communications provided by Kip Labs under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Kip Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kip Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Kip Labs at 1611 Mission Street San Francisco, CA 94103 415-857-2429 firstname.lastname@example.org