OffGrid Health Terms of Service
Welcome to the terms of service of OffGrid Health, Inc. (hereinafter referred to as “OffGrid”, or “We”, or “Us” or “Our”). These Terms of Service applies to all visitors, data subject, and others who access the Service (“User(s)” or “You/r”) including persons buying for teams (“Subscribers”). This document is a legally binding agreement between You and OffGrid Health, Inc., a Texas corporation with regsitered offices at 5900 Balcones Drive, Suite 4000, Austin TX 78731, USA.
You may use our Platform to access one or more of our services and offerings (collectively the “Service(s)” or “OffGrid Service”).
- Digital AI Support (“MY SYNC”).
- Smart Mirrors.
- Digital selfcare libraries.
- Well-being professionals.
- Guided-group support.
- Services offered over TeleHealth..
- Services provisioned from our website and webpages.
- Remote Patient Monitoring.
- Multi-lingual offerings.
We may also provide these and additional services on behalf of Your Health System (“Health Systemal Services”). A Health System could be an enterprise, university, hospital, research Health System and other public or private organisations. Health System Services may involve processing information on behalf of the Health System. Where applicable, you must agree to the Terms of Services and Privacy Policies of both OffGrid and your Health System in order to proceed with using the Health System Service.
Where not specifically called out, use of uppercase / lowercase and bold / not bold would carry the same meaning in this document.
If You are having suicidal thoughts or planning to act on suicidal thoughts, or if You feel that You may be a danger to Yourself or to others, or if You otherwise have any medical or mental health emergency or severe mental health condition, or if You are in a crisis or trauma or abuse, please discontinue use of the Service immediately and call the relevant emergency number in Your country or the approved helplines provided by Your Health System.
Your interaction with the MY-SYNC Avatar is with an AI system and not a human. The MY-SYNC Avatar is restricted in the means of response, and the intended use is for providing evidence-based tools and techniques to manage emotions and encourage mental well-being in a self-help and self-monitoring context. It is not intended for providing diagnosis, treatment or cure of a condition or disease. The MY-SYNC Avatar cannot and will not offer advice on issues it does not recognize.
Your interaction with OffGrid well-being professionals is with a human who is a highly trained and qualified emotional health and well-being professional.
When you subscribe to our well-being professional service, you get human-supported well-being services which are not a replacement for treatment-focused therapy. OffGrid well-being professionals draw on various evidence-based psychological and lifestyle coaching techniques to provide empathetic and non-judgmental support to help service users strengthen their self-esteem and ace through emotional hurdles and current concerns to reach their goals. The service being offered is thus an enabling and empowering mode of support. If any user is found to need a diagnosis, treatment or any other regulated service, under our protocols, the mental health professionals focus on motivating them to seek out a locally licensed professional, and help them problem-solve around barriers to access.
Audio-Video based sessions with OffGrid well-being professional are available only in select geographies and Platform. It may not be available in your region if not mentioned within the app. Please check with Your well-being professional regarding availability in your region or write to us at [email protected]. You may be asked to set up an account with a 3rd party audio-video application provider to use the service.
OffGrid well-being professional services are not intended to be a replacement for face-to-face psychotherapy or to provide a diagnosis, prognosis, treatment or cure for a disease/condition/disorder or disability or provide any type of state-regulated mental health services in Your country of residence. It is an enabling and empowering mode of support, rather than treatment of illness or a health condition.
By using the OffGrid well-being professional Services, You understand and agree that the professional assigned to work with You will be located remotely and may not be located in Your country or state of residence.
OffGrid MY-SYNC Avatar and OffGrid well-being professional cannot and will not offer medical or clinical advice. In case You mention the need for such advice, they will suggest that You seek advanced (medical) help.
Please first consult a healthcare professional before using the Platform, if You have any medical conditions including but not limited to Pregnancy, Sleep Apnea, Restless Leg Syndrome (RLS), Seizures or Epilepsy, hallucinations or nightmares, sleep walking, excessive daytime sleepiness, dizziness or tremors. The OffGrid Platform may not be right for You if You are; a child under 13 years, someone with severe mental or physical condition or disorder, a shift worker, someone who regularly keeps changing sleep schedules or someone who sleeps at times that are out of sync with Your body’s natural rhythm.
For safety and security reasons, We strongly recommend that You keep Your conversations with OffGrid Platform private. We strongly recommend that You set automatic updates of the OffGrid Platform in the application manager settings of Your mobile device; to get the latest OffGrid Platform-based features and fixes. Always exit the OffGrid Platform version in Your mobile device by using the back button before upgrading to a newer version to prevent loss of ongoing or previous conversations.
The Platform and its Services are primarily in the English language. Some of the MY-SYNC Avatar modules and tools are enabled for American Spanish language users and are available only in certain geographies. The terms of this agreement apply to the American Spanish language components as well.
The Platform and its Services cannot and should not be used by a third-party for Independent Research and Clinical Studies without the explicit permission of OffGrid.
Changes in v1.0.0 | May 19, 2023
- Initial release
You can read the full list of changes in the Changes Log
About the Platform
The OffGrid Platform has a virtual AI-based system (“MY-SYNC Avatar” or “OffGrid MY-SYNC Avatar”) that You can chat with, including upon Your choice, the ability to subscribe and to message a highly trained and qualified health and well-being professional (“OffGrid well-being professional” or “professional”) or for Health System Users, to be able to use an Health System support mechanism integrated within the OffGrid Platform, and through a conversational interface get access to tools and techniques to manage Your well-being. The OffGrid Platform is available on provided in-home devices, for both iOS and Android mobile systems and as a web browser-based system either on the OffGrid’s web application or integrated within an Health System website. Your Interaction with the MY-SYNC Avatar is with an artificial intelligence system and not a human. The MY-SYNC Avatar is restricted in the means of response, and the intended usage of OffGrid Platform is for providing support via evidence-based tools and techniques to manage emotions and encourage mental well-being, as an early intervention tool in a self-help or self-monitoring context. You make the choice of using the MY-SYNC Avatar, based on Your own estimate of need, and agree that this is only suitable for basic self-help. This is not intended to be a replacement for face-to-face psychotherapy or to provide a diagnosis, prognosis, treatment or cure for a disease/condition/disorder or disability. The MY-SYNC Avatar cannot and will not offer advice on issues it does not recognize. Using the OffGrid Platform, You can track and manage Your mood, and learn context-sensitive evidence-based techniques that can help You feel better. OffGrid Platform and Service is not intended for use in crisis such as abuse or complex or severe mental health conditions that causes for example; ideation of suicide, harm to self and others, or for any medical emergencies. OffGrid Platform and Service cannot and will not offer medical or clinical advice. It can only suggest that the user seeks advanced (medical) help.
Please first consult a healthcare professional before using the Platform, if You have any of the following conditions- Pregnancy, Sleep Apnea, Restless Leg Syndrome (RLS), Seizures or Epilepsy, hallucinations or nightmares, sleep walking, excessive daytime sleepiness, dizziness or tremors. The Platform may not be right for You if You are; a child under 13 years, someone with severe mental or physical condition or disorder, a shift worker, someone who regularly keeps changing sleep schedules or someone who sleeps at times that are out of sync with Your body’s natural rhythm.
The web-widget Service and the home-based business service is limited in its features and you may be asked to download the mobile-version of the app to enable access to additional Platform features and Services.
Who can Use the Service?
If Your Health System specifies a different age restriction, such as at least 18 and above, as a condition of using this Service, that restriction shall apply rather than the one above.
If You use the OffGrid well-being professional Service,
- You may be asked to set up an account with a 3rd party audio-video application provider.
- You may be asked to provide your informed consent to use the services.
- You may be asked to provide emergency contact details for your safety purposes.
- You will be asked to provide a Parental or Legal Guardian consent if You reveal Your age to be between 13 and 18 years. You will be required to inform Your parents or legal guardian and have them send Us an email consent to [email protected], as directed by Your OffGrid well-being professional, using the same email ID that was used to subscribe to Our Service.
- Without receiving your informed consent or parental or legal guardian consent, We will be unable to offer Our full Services.
OffGrid reserves the right to refuse access to the Service or terminate Your account if eligibility is not met, at its sole discretion. The Service is not available to any Users previously removed from the Service by OffGrid.
Health System version of OffGrid Platform
Subject to this Agreement, You are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the OffGrid Platform and Service for Your personal use only and as permitted by the features of the Service. OffGrid reserves all rights not expressly granted herein in the OffGrid Platform, Service and the OffGrid Content (as defined later in this Agreement). OffGrid has the right to terminate this license at any time for any reason or for no reason.
About OffGrid Accounts
Creation of an Account via registration is currently not required for all services. OffGrid may, at its sole discretion, make the creation of an Account mandatory for all or certain Services in the future. In such an event, the following terms shall apply.
You may be required to create an account with OffGrid to avail certain Services with a username and password or Access Codes (“Account”). Your Account will give You access to the Services and functionality that We may establish, modify and maintain from time to time and in our sole discretion.
When creating Your Account, if required, You must provide accurate and complete Information. If You provide any Information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or if We have reasonable grounds to suspect that such Information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate Your Account and refuse any and all current or future use of the Service (or any portion thereof).
You are solely responsible for the activity that occurs on Your Account, and You must keep Your Account password secure. Whenever You need to set a password, We encourage you to use “strong” passwords (passwords that use a combination of upper-and-lower case letters, numbers and symbols) with Your Account. You must notify OffGrid immediately of any breach of security, unauthorised access to Your chats or other data, or unauthorized use of Your Account. OffGrid will not be liable for any losses caused by any unauthorized use of Your Account. We may also suspend or terminate Your Account according to this Terms of Service where we see behavior, content, or other factors that pose a threat to Our Platform and Services.
You may never use another User’s Account.
You may control Your user Account profile and how You interact with the Service by changing the Settings in the Mobile Software. You consent to Our using Your profile to send You Service-related email notices, including any notices required by law, in lieu of communication by postal mail.
About OffGrid well-being professional Service
When You use the OffGrid well-being professional Service provided to You on the OffGrid Platform, the following terms will apply:
- OffGrid well-being professional Service is a Premium Service provided by the OffGrid Platform;
- You have chosen to utilize the Services of a OffGrid well-being professional engaged by the OffGrid Platform by choosing and subscribing to an offered subscription, plan or bootcamp;
- Unless required for emergency reasons, avoid sharing Your Personal data (such as full name, date of birth, gender, contact numbers, address, financial identifiers, government-provided identifiers) or Your medical-related data or any other sensitive data (such as Your sexual preferences, religious or political opinions, financial data) when You use the OffGrid well-being professional Services;
- You can access the OffGrid well-being professional Service by providing a non-personally identifiable nickname, or User name. You have responsibility for the conduct, postings and transmissions that are made under Your User name;
- The OffGrid well-being professional Service is provided by highly trained and qualified mental well-being professionals. By using the well-being professional Service, You understand and agree that the professional assigned to work with You will be located remotely and may not be located in Your country or state of residence. OffGrid well-being professionals are fully qualified and licensed in their geographies. However, please be aware that they may not be licensed to practice in Your state, country or geography;
- When you subscribe to the OffGrid well-being professional Service, you get human-supported well-being services which are not a replacement for treatment-focused therapy. OffGrid well-being professionals draw on various evidence-based psychological and lifestyle coaching techniques to provide empathetic and non-judgmental support to help service users strengthen their self-esteem and work through emotional hurdles and current concerns to reach their goals. The service being offered is thus an enabling and empowering mode of support. If any user is found to need a diagnosis, treatment or any other regulated service, under our protocols, the well-being professionals focus on motivating the user to seek out a locally licensed professional, and to help them problem-solve around barriers to access;
- The OffGrid Coach Service is a text-based messaging or audio-video based (not available in all regions) well-being professional service. It will apply motivational interviewing and life coaching to help You work towards Your personal well-being goals. The Service will focus on building wellness and emotional resilience. The underlying principle of this Service is that You have the knowledge and capacity to make desired changes in Your life. The authorised well-being professional will support You in finding Your own way, help You tap into Your own strengths and abilities, so that You can identify and use resources around You to fill any gaps;
- The OffGrid Therapist Service is a app-based messaging or audio-video based (not available in all regions) professional service. It will use person-centered supportive listening, motivational interviewing and evidence based approaches like evidence-based approaches like CBT principles to help You to take control of Your mental and well-being. OffGrid Therapists will draw on various evidence-based techniques to provide empathetic and non-judgmental support. The authorised professional will listen to Your worries empathetically, promote positivity and support You in making successful lifestyle changes, so that You can manage Your situation better and build emotional resilience;
- The OffGrid Platform allows You to connect and have text-message based scheduled sessions or where available, an audio-video based session with a OffGrid well-being professional. You understand and agree that the Services offered are solely for the purpose of listening to You, supporting You in achieving Your defined goals and pointing You to the right OffGrid Platform tools;
- Audio-Video based sessions with OffGrid well-being professional are available only in select geographies and Platform. It may not be available in your region if not mentioned within the app. Please check with Your well-being professional regarding availability in your region or write to us at [email protected]. You may be asked to set up an account with a 3rd party audio-video application provider to use the service;
- You understand and agree that OffGrid well-being professional Service is not a substitute for face to face psychotherapy, and/or does not provide a diagnosis, prognosis, treatment or a cure for a disease/condition/disorder or disability, and/or does not provide any type of state-regulated mental health services in Your country of residence;
- The OffGrid well-being professionals do not provide any medical, psychiatric, or other professional health care advice. They are not intended to be used to assess health conditions or substitute for professional medical advice, or relied upon for diagnosis or treatment. Use of OffGrid well-being professionals Services does not create or constitute a physician-patient relationship with any OffGrid well-being professionals, or anyone acting on behalf of OffGrid;
- OffGrid well-being professional Service is not a crisis or emergency Service. If at any time You experience an emergency, medical or otherwise, please immediately reach out to the emergency contact in Your local area of residence;
- The OffGrid Platform will assign a OffGrid well-being professional to You when You subscribe to the Service or when you schedule Your first session;
- After Subscription, You may be requested to provide an Informed Consent and Emergency Contact authorization details. The Informed Consent will be required before Your first Session with the OffGrid well-being professional. Your OffGrid well-being professional will also explain the Pros and Cons of online-based modality during Your early sessions with them;
- You will also be able to switch your OffGrid well-being professional at any time after Your first session by writing to OffGrid at [email protected];
- Sessions are scheduled at the mutual convenience of the User and the OffGrid well-being professional;
- You are responsible to schedule a session with Your assigned OffGrid well-being professional;
- Aside from a scheduled session, You can send unlimited messages and chats and the OffGrid well-being professional will try to respond within 24 hours. Messaging will be only by text-based chat and only through the OffGrid Platform. You agree to not collect contact details or any other personal information, or contact Your OffGrid well-being professional outside of the OffGrid Platform;
- You can cancel or reschedule a scheduled session anytime before 3 hours to the start of the scheduled session. No cancellation or rescheduling will be allowed within 3 hours or after a session begins;
- Your private text-messaging based chats with a OffGrid well-being professional are available anytime for Your reference within the OffGrid Platform. You will be able to access your text-based conversations and session summaries with the OffGrid well-being professional even after your subscription ends. You can always initiate the deletion of this data via the “Reset my data” option in the OffGrid Platform settings at any time. On reset all your messages and transactional data with Your well-being professional will be deleted. However, your active subscription, purchased through third parties like google play, iTunes, etc., will continue to exist post reset of your data;
- Your Audio-Video sessions with a OffGrid well-being professional are never recorded and stored. No playback or recording transcript will be available;
- You agree to not record and store Your Audio-Video Sessions with Your well-being professional either within or from outside of the Platform;
- If Your OffGrid well-being professional is not available to take scheduled sessions due to any personal or emergency reasons, OffGrid will provide You with an alternate well-being professional. You can always opt to reschedule Your session;
- It is the intention of Your OffGrid well-being professional to provide Services that will assist You in reaching Your goals. Based upon the Information that You provide and the specifics of Your situation, Your OffGrid well-being professional will provide recommendations to You. Users, and OffGrid well-being professional are partners in the supportive process. You have the right to agree or disagree with Your well-being professional recommendations;
- You agree to cordial messaging or conversation etiquette with Your OffGrid well-being professional and to post messages or converse in accordance with the User Content section within this agreement;
- The OffGrid Platform serves as a “connector” for You to access online OffGrid well-being professionals. You agree that You are using the Services in your best judgement, and OffGrid will not make any representation or warranty as to (a) the accuracy or availability of the OffGrid Platform, (b) the willingness or ability of the OffGrid well-being professional to listen, (c) the willingness or ability of any OffGrid well-being professional to give advice, (d) whether You or anyone else shall find a OffGrid well-being professional Service helpful, useful or satisfactory, (e) whether You or anyone else shall find a OffGrid well-being professional advice relevant, useful, accurate or satisfactory, (f) whether the advice of the OffGrid well-being professional will be relevant to the User’s question, or (g) whether the OffGrid well-being professional advice will otherwise be suitable to Your or anyone else’s needs;
- OffGrid performs a reference and background check of all OffGrid well-being professionals. You can view all Our OffGrid well-being professional profiles in the Coach or Therapist tab of the OffGrid Platform;
- You understand and agree that, although a OffGrid well-being professional may have been accessed through the OffGrid Platform, OffGrid cannot predict or assess the competence of, or appropriateness for Your needs, of the OffGrid well-being professional. You also acknowledge and agree that You take full responsibility for the decision to access a OffGrid well-being professional;
- The monthly fee for the OffGrid well-being professional Service shall be as mentioned on the OffGrid Platform and indicated to You at the time of purchase (“Fees”). OffGrid may at its discretion revise the Fees. Any changes to the Fees will be effective only upon your approval through the Mobile Software. OffGrid reserves the right to discontinue the OffGrid well-being professional Service upon non-payment of Fees by You. Fees are payable through purchase through Google Play and Apple iTunes, or other payment mechanisms as OffGrid may introduce in its sole discretion from time to time, prior to the time the Services are rendered;
- Because OffGrid well-being professional Service is not a medical treatment, insurance may not cover the cost as a reimbursement. Some employers or other Health Systems may cover some of the cost of the OffGrid well-being professional Service either directly or indirectly. It is Your responsibility to pay for the Service and get reimbursed by Your employer if that is the case;
- Your Subscription will be automatically renewed until Your subscription is cancelled. It is solely Your responsibility to cancel, which can be done at any time from Google Play and Apple iTunes;
- Cancelling Your subscription depends on your Health System and payment method. Please contact member support to cancel services.
- It is Your responsibility to note the date and time that the subscription will expire or come up for renewal, and to cancel prior to Your payment being processed. Payments may be subject to applicable currency exchange rates;
Additional Service-related terms
- The OffGrid Platform may offer in-app promotions from time to time such as free trials, discounts or upgrades to a plan or bootcamp for a limited time period. You understand and agree that such promotions may be available only once and cannot be extended or be transferable across multiple Users, plans and bootcamp;
- OffGrid Services depend on various factors such as software, hardware and communications networks, and its processors. OffGrid does not guarantee that the OffGrid Platform Service will be uninterrupted or that it will be timely, secure or error-free. OffGrid may hold Service Level Agreements with Your Health System to provide Our OffGrid Platform and Services;
- OffGrid or OffGrid well-being professional may disclose your data if OffGrid reasonably believes that disclosure is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority or Your personal safety;
- The OffGrid Platform and Service may provide links to external resources or other content in third-party websites. OffGrid has no control over any such links, content, web sites, products or services or any Information provided or transmitted via such links, web sites, products or services, or otherwise provided by any such third party. You acknowledge and agree that OffGrid does not endorse such third-party products, services or advertisements and is not responsible for the availability of such third-party links, content, web sites, products or services and will not be responsible or liable for any content, advertising, products or other materials contained therein or the business practices or privacy practices related thereto. You warrant and agree that OffGrid will not be responsible or liable, directly or indirectly, for any damage or loss or injury caused or alleged to be caused by or in connection with the use of or reliance on any such link, website, content, product and/or service. OffGrid encourages You, the User, to, at a minimum, be aware of and to review the terms of service and the privacy practices related to third party sites;
- You understand that the use of technology is not always secure and You accept the technology risks during use of Your mobile device. You will follow good security practices during digital use including but not limited to setting a PIN to protect access, not sharing this with anyone, and not leaving your phone or chats unlocked for others to see. You understand and agree that safe use is Your responsibility, and OffGrid will not be responsible in any event arising out of unauthorized access to Your chats or other data;
- It is agreed between You, Your heirs, agents, assigns, personal representatives and next of kin and OffGrid and their officers, directors, employees, contractors, members, agents and assigns that any disputes or claims arising out of or relating to the Agreement, or the breach of this Agreement, will be mutually addressed by both the parties towards a resolution. Any such resolution may occur over the telephone. In the event that the dispute has not been resolved after 60 days then the terms of dispute resolution mentioned in Agreement will be followed by both the parties;
- You, for Yourself and on behalf of Your heirs, agents, assigns, personal representatives and next of kin, hereby release from liability, indemnify and hold harmless OffGrid, and their officers, directors, employees, contractors, members, agents and assigns (collectively “the Indemnified Parties”) from and against any and all claims, losses, causes of action, costs, damages, expenses, injury and liabilities whatsoever, that You, Your heirs, agents, assigns, personal representatives and/or next of kin may have against the Indemnified Parties, which may incur, or which may arise out of or as a result of Your use of the OffGrid Platform and Service and/or reliance upon advice provided therefrom, whether caused by your own actions or inactions, by the negligent act(s) or omission(s) of the indemnified parties, or otherwise, to the fullest extent permitted by law;
OffGrid “Gift Card” Program
OffGrid “Gift Card” program is a pre-paid membership to specific Services. A person who purchases the gift is referred to in these terms as the “Giftor”. A person who receives and redeems a Gift Card to the specific Services is referred to in these terms as the “Recipient”. Gift Cards are paid for by a one-time upfront payment. Once bought, the Giftor will receive a Gift Code along with an order confirmation and receipt. The gifting codes cannot be redeemed for cash, resold or combined with any other offers, including free trials. Please note that gifting codes cannot be redeemed if any of the premium subscription access is already enabled or if another gift card is already redeemed and active. We will automatically bill the Payment Method you provided for any purchased Gift Card at the time of purchase, not delivery. There are no cancellations, refunds or other credits for Gift Cards that are not redeemed. OffGrid is not responsible if a Gift Card is lost, stolen or used without permission.
What are the Service Rules?
You agree not to engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
- using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the OffGrid servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
- transmitting spam, chain letters, or other unsolicited email;
- attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
- taking any action that imposes, or may impose at Our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Service;
- disclosing, collecting or harvesting any personally identifiable Information, including account names, from the Service;
- using the Service for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting Your affiliation with a person or entity, conducting fraud, hiding or attempting to hide Your identity;
- interfering with the proper working of the Service;
- accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or
- bypassing the measures We may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
About User Content
Some areas of the Service may, either now or later, allow Users to post content such as chat content, profile Information, videos, comments, questions, and other content or Information or any such materials a User submits, posts, displays, or otherwise makes available on the Service (”User Content”). We claim no ownership rights over User Content created by You; the User Content You create remains Yours. However, by sharing User Content through the Service, You agree to allow Us, authorised Health Systems or other authorised persons (in accordance with your settings and this Agreement) to view, edit, and/or share Your User Content. OffGrid has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
You agree not to post or transmit User Content that:
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person, or to any animal;
- may create a risk or any other loss or damage to any person or property;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort;
- contains any Information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
- contains any Information or content that is illegal (including, without limitation, the disclosure of insider Information under securities law or of another party’s trade secrets);
- contains any Information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships;
- contains any Information or content that You know is not correct and current;
- violates any school, Health System or other applicable policy, including those related to cheating or ethics;
- interferes with other Users of the Service including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Service and deleting or revising any content posted by another person or entity;
- except where expressly permitted, post or transmit charity requests, petitions for signatures, franchise arrangements, distributorship arrangements, sales representative agency arrangements or other business opportunities (including offers of employment or contracting arrangements), club memberships, chain letters or letters relating to pyramid schemes, any advertising or promotional materials, solicit Service letters or certificates, or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
Copyrights and Intellectual Property Rights
You may not copy, share, or use personal identifying or business contact Information about other Users without their express permission. You agree that any User Content that You post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. OffGrid reserves the right, but is not obligated, to reject and/or remove any User Content that OffGrid believes, in its sole discretion, violates these provisions.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In order to honor and protect the OffGrid intellectual properties, You expressly agree not to disclose or communicate any proprietary Information about the OffGrid practice, materials, or methods to any third parties. The obligations under this Clause survive the termination of the OffGrid Service or Your relationship with OffGrid;
In connection with your User Content, You affirm, represent and warrant the following:
- You have the consent of each and every identifiable natural person in the User Content to use such a person’s name or likeness, and each such person has released You from any liability that may arise in relation to such use of such User Content.
- Your User Content and OffGrid’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third-party, including but not limited to any Intellectual Property Rights and privacy rights. OffGrid takes no responsibility and assumes no liability for any User Content that You or any other User or third-party posts or sends over the Service. You shall be solely responsible for Your User Content and the consequences of posting or publishing it, and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your User Content. You understand and agree that in spite of Our best efforts You may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to Your purpose, and You agree that OffGrid shall not be liable for any damages or injury or losses You allege to incur as a result of User Content.
User Content License Grant
Use of User Content
OffGrid conducts research on Our global platform. All data including User Content if any is anonymized before use for research purposes. This research looks at how different activities on Mobile Software impact mental well-being measures. OffGrid may use User Content and other data collected from the User in accordance with the Agreement for the purpose of this research. Research and outcomes are key to helping Users make real change and progress in their lives, and we are grateful for the support You provide towards this mission by sharing Your data.
About Mobile Software
We make available Mobile Software to access the Service via a mobile device. To use the Mobile Software, You must have a mobile device that is compatible with the Mobile Software. OffGrid does not warrant that the Mobile Software will be compatible with Your mobile device. OffGrid hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one OffGrid Account owned or leased solely by You, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third-party or use the Mobile Software to provide time sharing, conduct independent clinical or research studies without explicit permissions or provide similar services for any third-party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that OffGrid may from time-to-time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license End User License Agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and OffGrid or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. OffGrid reserves all rights not expressly granted under this Agreement.
The Mobile Software originates in United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United Statesn and foreign laws related to use of the Mobile Software and the OffGrid Service.
Our Proprietary Rights
Except for Your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “OffGrid Content”), and all Intellectual Property Rights related thereto, are the exclusive property of OffGrid and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any OffGrid Content. Use of OffGrid Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or We may invite You to submit comments or ideas about the Service, including without limitation about how to improve the Service or Our products (“Ideas”). By submitting any Idea, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place OffGrid under any fiduciary or other obligation, and that We are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of Your submission, OffGrid does not waive any rights to use similar or related ideas previously known to OffGrid, or developed by its employees, or obtained from sources other than You.
No Professional Advice
If the Service provides any Information (which includes OffGrid Content, medical or legal information among others) including recommending tools and techniques (e.g. Yoga or activity or exercises), such Information is for Informational purposes only and should not be construed as professional advice. No action should be taken based upon any Information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area before any use.
About Privacy, Security, Third-Party Links and Monitoring
Subject to the Agreement, We have the right and liberty to monitor the content on the Website and Mobile Software at all times which shall include Information provided in Your Account or any User Content posted by You. The monitoring of the Website is important to determine the veracity of the Information provided by You and that every User remains in consonance with the terms provided herein. Subject to the Agreement, We shall also have the liberty to remove any objectionable content, including User Content, which is in contravention of the Agreement or share such Information with any governmental authority as per procedures laid down by the law for the time being in force in United States. It is hereby clarified that OffGrid has a right to but not an obligation to monitor the content on the Website and the Mobile Software. Accordingly, OffGrid shall not be liable for any claims, losses, damages costs or expenses that may arise as a consequence of the User Content published by You or any other User on the Website and Mobile Software.
About Payments and Cancellations
The MY-SYNC Avatar Services are provided to the Users free of cost at present. The User may choose to avail additional services available on the Mobile Software (“Premium Services”) upon payment of a subscription fee. Premium Services shall be considered as a part of Services for the purpose of the Agreement. We may modify the subscription fee for the Premium Services or make all Services subject to payment of certain subscription fees at our sole discretion. The User will be notified of the applicable fee payable for the Services and the Premium Services prior to User’s use of the same.
Subscriptions will be automatically renewed until subscription is cancelled before the end of the current period. For Apple iTunes, the subscription will automatically renew unless auto-renew is turned off at least 24 hours before the end of the current period. You can go to your iTunes Account settings to manage your subscription and turn off auto-renew. Your iTunes Account will be charged when the purchase is confirmed. It is solely the User’s responsibility to cancel, which can be done at any time from Google Play and Apple iTunes. WE DO NOT GENERALLY ACCEPT SUBSCRIPTION CANCELLATIONS VIA EMAIL;
It is the User’s responsibility to note the date and time that the subscription will expire or come up for renewal, and to cancel prior to Your payment being processed. Payments may be subject to applicable currency exchange rates.
If You purchase OffGrid Services by means of Web-based purchases, You may use other third-party payment gateways provided by PayPal, RazorPay and Stripe to make Your payments. Payment using PayPal, RazorPay or Stripe is governed by their respective Terms and Privacy Policies. If You want to cancel or seek refund for Your subscription for any web-based purchases, then please write to Us at [email protected]. In-Platform products or services purchased via Google Play Points will be non-refundable.
To the maximum extent permitted by applicable law, in no event shall OffGrid, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages or injury or losses arising out of or in connection with the Services.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to You or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend Your access to the Service without notice and liability for any reason, including if in Our sole determination You violate any provision of the Agreement, or for no reason. Upon termination for any reason or no reason, You continue to be bound by the Agreement. You are responsible for all the mobile data usage resulting from the use of the Service. Consult Your mobile operator concerning your plan, data rate charges and limits.
OffGrid, in its sole discretion and for any reason, reserves the right to modify or discontinue or terminate, temporarily or permanently, any Service in or on the OffGrid Platform, with or without notice to User. User agrees that OffGrid shall not be liable to User or to any third party for any losses or damages or injury that may result to User or any third party from such discontinuation or interruption of Service. However, if Service is temporarily or permanently discontinued by OffGrid, OffGrid will initiate the refund of Fees paid by the User on a pro-rata basis for the relevant month or any unused portion of the Services. Such refund shall be in accordance with the refund policy and terms and conditions of Google Play or Apple iTunes (whichever applicable). In such an event, You are required to contact Us for such requests. You will need to send an email request with reasons from Your Google or Apple email ID to [email protected].io. OffGrid will address any such request on a case by case basis;
Indemnity and Warranty
You agree to defend, indemnify and hold harmless OffGrid and its subsidiaries, employees, officers and directors, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, injury, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Service, including any data or content transmitted or received by You; (ii) Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties; (iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of Your User Content or any that is submitted via Your account; or (vi) any other party’s access and use of the Service with Your unique username, PIN, password or other appropriate security code.
You are solely responsible for Your interactions with other OffGrid Users. We reserve the right, but have no obligation, to monitor disputes between You and other Users. OffGrid shall have no liability for Your interactions with other Users, or for any User’s action or inaction.
The service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. to the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from OffGrid or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, OffGrid, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service.
OffGrid does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third-party through the OffGrid Service or any hyperlinked website or Service, and OffGrid will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall OffGrid, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this Service. Under no circumstances will OffGrid be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your Account or the information contained therein. To the maximum extent permitted by applicable law, OffGrid assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third-party; (vi) any errors or omissions in any content or for any loss or damage or injury incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third-party. If any part of this limitation of liability is found to be invalid or unenforceable for any reason, then the aggregate liability of OffGrid (including its affiliates, agents, directors, employees, suppliers, or licensors) under such circumstance for liabilities that otherwise would have been limited, shall not exceed the greater of USD 100 or the total amount of fees paid to OffGrid by such person for or in connection with the Services in the twelve (12) month period preceding this applicable claim.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if OffGrid has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
The Service is controlled and operated from facilities in United States, UK and USA. You understand and agree that, while Services meet all applicable laws in United States, the Service may not meet licensing or other regulatory requirements in other locations. You agree that those who access or use the Service from other jurisdictions will do so at their own volition and are entirely responsible for compliance with all applicable United Statesn and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if You are a resident of a country embargoed, or are a foreign person or entity blocked or denied, as identified by embargo and sanctions lists maintained by the United Nations, USA, UK or United States. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in United States.
Governing Law and Dispute Resolution
The Platform is controlled by OffGrid from its offices in the United States. You agree that: (i) Access to, or use of, the Platform and Services and any related information and materials, may be prohibited by law in certain jurisdictions. You are responsible for compliance with all applicable laws of the jurisdiction from which You are accessing the Platform and Service. We make no representation that the information contained herein is appropriate or available for use in other locations; (ii) The Courts in Delaware shall have the exclusive jurisdiction in respect of any matter, claim or dispute arising out of or in any way relating to this Agreement between the Parties. This Agreement shall be governed by the internal substantive laws of United States, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights. Notwithstanding the foregoing, we reserve the right to bring legal proceedings in any jurisdiction where we believe a breach of this Agreement has originated
Events beyond our reasonable control
We will not be held responsible for any delay or failure to comply with Our obligations under these Agreement if the delay or failure arises from any cause which is beyond Our reasonable control. This condition does not affect your statutory rights.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by OffGrid without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notification Procedures and Changes to the Agreement
OffGrid may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to You via email notice, written or hard copy notice, or through posting of such notice on Our website, as determined by OffGrid in Our sole discretion. OffGrid reserves the right to determine the form and means of providing notifications to Our Users, provided that You may opt out of certain means of notification as described in this Agreement. OffGrid is not responsible for any automatic filtering You or Your network provider may apply to email notifications we send to the email address you provide us. OffGrid may, in its sole discretion, modify or update this Agreement from time-to-time, and so You should review this page periodically. When We change the Agreement in a material manner, We will update the ‘last modified’ date at the top of this page. Your continued use of the Service after any such change constitutes Your acceptance of the new terms. If You do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.
This Agreement, together with any amendments, policies and any additional agreements You may enter into with OffGrid in connection with the Service, shall constitute the entire agreement between You and OffGrid concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and OffGrid’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Who can You contact for additional questions, comments or concerns?
If You have any questions, comments, or concerns about this Agreement or practices, please contact us at [email protected] or by writing to:
OffGrid Health, Inc. 5900 Balcones Drive, Suite 4000, Austin, TX 78731
v1.0.0 | May 19, 2023
- Initial release