Welcome to our mobile application, Rose: Smarter Mental Health. Please read these Terms of Use carefully before using our mobile application (the “App”). As used in these Terms of Use, “Rose” includes Ask Rose, Inc. and all of its parent, subsidiary and affiliated entities and companies. Rose may be referred to in these Terms of Use as “we,” “us,” “our” and “ourselves.” Users are also referred to herein as “you” and the like. These Terms of Use include our Privacy Policy, which is incorporated by reference into these Terms of Use. When you interact with a healthcare provider through the App, the privacy of the information that you give to the healthcare provider will be subject to a separate Notice of Privacy Practices of the healthcare provider.

Binding Agreement

By installing, registering for, accessing, and/or otherwise using our App you accept, without limitation or qualification, the following Terms of Use together with our Privacy Policy, which together constitute an Agreement between you and Rose. If you do not agree to these Terms of Use, you must not access or use the App. You accept these Terms of Use each time you install and access the App.

Revisions to Our Terms of Use

We reserve the right, at our sole discretion, to change the terms and conditions of these Terms of Use from time to time, and your continuing use of our App constitutes your acceptance of and agreement to any changed terms and conditions. We may revise these Terms of Use at any time by posting an updated version or posting notices in or otherwise sending messages to your App account. Your continued use of the App after a change to these Terms of Use constitutes your binding acceptance of the updated Terms of Use.

About our App and Services

The App provides a telehealth solution that, among other things, allows for remote mental health monitoring, patient education, appointment reminders and technology that allows for participating mental health professionals and their health care staff to communicate with their pre-existing patients (the “Services”). Rose does not practice medicine or any other licensed profession and does not interfere with the practice of medicine or any licensed profession by health care providers, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license.

Ownership of the App

The App and any material made available for viewing or download are the property of Rose, or its licensors or suppliers, as applicable. The App is protected by United States and international copyright and trademark laws. The files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the App (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by Rose.

Electronic Communications

When you use any Service, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

Registration and Passwords

In order to access the Services you must register with Rose for an account and receive a password. During the registration process, you will be connected to your participating mental health professionals.

If you create an account for the App or Services, you agree to complete the registration process by providing current, complete, and accurate information as required by Rose. You are responsible for all activities that occur under your account. In the event access to the App or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password as provided to you by Rose. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the App may be revoked by Rose at any time with or without cause.

You are prohibited from violating or attempting to violate the security of the App, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the App or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.

Violations of system or network security may result in civil or criminal liability. Rose will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the App or any activity being conducted on the App.

Acknowledgements of Users

You knowingly and freely assume all risk with when using the App and Services.. Your mental health professionals will base their medical advice on the personal health data you provide through the App and the data transmitted from your devices. If you do not provide complete and accurate personal health data, the medical advice you receive may not be correct. You acknowledge that your relationship for health care services is with your mental health professionals, and your obtaining services from your mental health professionals is solely at your own risk and you assume full responsibility for all risk associated therewith, to the extent permitted by law. By using the App and Services, you are not to hold the Rose Parties (as hereinafter defined) liable in any way for any claims, actions, losses or other damages, whether to you or to third-parties, which may result from your use of the App and Services, including, without limitation malpractice claims related to the treatments your mental health professionals may render through the App and Services.

Rose does not confirm the credentials of mental health professionals using our App and does not validate that they are in good standing with their respective licensure board(s). It is the patient’s responsibility to separately confirm that their mental health professionals are in good standing with their respective licensing board(s).

No Medical Advice or Services

Rose does not directly or indirectly practice medicine or any other licensed profession, and it does not interfere with the practice of medicine or any other licensed profession by healthcare providers, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. No representation or warranty is made that any treatment is safe, appropriate or effective, and Rose does not endorse or advocate any treatment method. Your use of the App and Services do not establish any medical professional/patient relationship with Rose. Neither Rose nor any third parties who promote Rose’s services shall be liable for any treatment or professional advice you obtain from a healthcare provider via the App or Services. You should always seek the advice of a qualified health professional with any questions regarding a medical condition.

THE APP IS NOT DESIGNED, INTENDED OR APPROPRIATE TO ADDRESS EMERGENCY OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR YOUR TREATMENT, OF IF YOU OR SOMEONE ELSE ADVISES YOU THAT YOU HAVE A SERIOUS OR LIFE-THREATENING MEDICAL CONDITION, YOU SHOULD CALL 9-1-1 IMMEDIATELY OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

In Session Communications

Rose is not the source of, does not have any control over, does not monitor and takes no responsibility for the content of communications made during or in the context of a counseling session or other patient interaction making use of the App. Rose does not warrant the validity, accuracy, completeness, safety, legality, quality or applicability of the content or any information exchanged while using the App. Rose will therefore not be liable for any damages you may sustain due to reliance on information or advice provided by your mental health professionals while using the App.

License and Access to App

Subject to your compliance with these Terms of Use, Rose or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to install the App on one mobile device owned by your or under your legitimate control and access and make personal and non-commercial use of the App. All rights not expressly granted to you in these Terms of Use are reserved and retained by Rose or its licensors, suppliers, publishers, rightsholders, or other content providers. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Rose. You may use the App only as permitted by law. You may not use the App or Services for purposes other than intended, including chat or communications unrelated to your healthcare. The licenses granted by Rose terminate if you do not comply with these Terms of Use.

Third-Party Services

The App may utilize or include third party software, and certain features, aspects, products and services offered through the App are provided, in whole or in part, by third-parties, including Zoom for Healthcare (collectively, “Third-Party Services”). You acknowledge and agree that your right to use such Third-Party Services as part of the App is subject to and governed by the terms and conditions of the third-party licenses applicable to such Third-Party Services, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between these Terms of Use and the terms of such third-party licenses, the terms of the third-party licenses shall control with regard to your use of the relevant Third-Party Services. Additionally, the providers of Third-Party Services may collect and use certain information about you, as specified in their privacy policies. Rose hereby disclaims all responsibility and liability for any of your information collected or used by third-party service providers.

Accuracy and Integrity of Information

Although Rose attempts to ensure the integrity and accurateness of the App, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the App and Content thereon. It is possible that the App could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the App by third parties. In the event that an inaccuracy arises, please inform us so that it can be corrected. Information contained on the App may be changed or updated without notice. Additionally, we shall have no responsibility or liability for information or Content posted to the App from any non-Rose affiliated third party.

Links to Third-Party Content

The App may provide links to certain websites, videos, services and features that are provided by third parties. Functionality on the App may also permit interactions between the App and a third-party website or online feature, including functionality that allows you to connect the App or your profile on the App with a third-party site. Using this functionality may require you to login to your account on the third-party site, and you do so at your own risk.

Rose does not control any of these third-party websites or services, or any of their content. Accordingly, you understand and agree that Rose is not responsible for your use of these third-party websites or services, and that your use of such sites, streams, or services is subject to the terms and conditions established by such third parties. Rose reserves the right to terminate a link to a third-party website at any time. The third-party sites are not controlled by Rose, and may have different terms of use and privacy policies, which Rose encourages you to read.

User Information

If you submit, upload, post or transmit any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images or other materials to us or our App (“User Information”), you agree not to provide any User Information that (1) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other App users through unsolicited e-mail, telephone calls, mailings or any other method of communication. All User Information that you submit is subject to our Privacy Policy. When you interact with a healthcare provider, the privacy of the information that you give to the healthcare provider will be subject to a separate Notice of Privacy Practices of that healthcare provider. You represent and warrant to Rose that you have the legal right and authorization to provide all User Information to Rose for use as set forth herein and required by Rose.

You agree to defend, indemnify and hold Rose harmless from and against all third-party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Rose arising out of any User Information you upload to or transmit through the App.


Claims of Copyright Infringement

We disclaim any responsibility or liability for copyrighted materials posted on our websites or uploaded to the App. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

Rose respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Rose’s copyright agent, identified below. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Rose’s copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit Rose to locate the material; (d) information reasonably sufficient to permit Rose to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send (1) your notice of claims of copyright infringement to Rose’s copyright agent, who can be reached as follows:

Ask Rose, Inc.

1616 17th St, Suite 564
Denver, Colorado
Phone: 720-608-4799
Email: help@rosehealth.com


Disclaimers

THE APP, INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, SERVICES AND OTHER CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE APP, ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. ROSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, ROSE DOES NOT WARRANT OR GUARANTEE THAT YOUR USE OF THE APP WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE APP (OR THE SERVER(S) THAT MAKES THE APP AVAILABLE) IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APP AND YOUR RELIANCE THEREON.

ROSE SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE, INJURY, DEATH, MEDICAL CONDITION, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY OPINION, ADVICE, INFORMATION, STATEMENT OR OTHER SUBMISSIONS MADE OR DISPLAYED ON, OR USE OF, THE APP (INCLUDING, WITHOUT LIMITATION, ANY USER OF THE APP).

WE DO NOT GUARANTEE THE CONFIDENTIALITY OF ANY COMMUNICATIONS MADE BY YOU THROUGH THE APP. ALTHOUGH WE GENERALLY ADHERE TO ACCEPTED INDUSTRY PRACTICES IN SECURING THE TRANSMISSION OF DATA TO, FROM AND THROUGH THE APP, YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT AND DO NOT GUARANTEE THE SECURITY OF DATA TRANSMITTED OVER THE INTERNET OR PUBLIC NETWORKS IN CONNECTION WITH USER’S USE OF THE APP.

Limitation on Liability

IN NO EVENT WILL ANY ROSE PARTY BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APP, ANY CONTENT ON THE APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE APP IS TO STOP USING THE APP, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO ROSE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS ($100) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE APP.

Claims

Notwithstanding any other rights a party may have under law or equity, any cause of action a user may have arising out of or related to these Terms of Use or the use of the App or Services must commence within one (1) year after the cause of action accrues. Otherwise, the cause of action is permanently barred. You acknowledge and agree that this section is intended to shorten the statute of limitations that would otherwise be applicable.

Indemnification

You agree to indemnify, defend and hold harmless Rose and its affiliates, including without limitation, their direct and indirect subsidiaries, supporting organizations, their predecessors and successors to any interest, their licensees, distributors and assignees, and the officers, trustees, directors, shareholders, members, agents, representatives, employees, and suppliers of each of them (each, as used throughout these Terms, an “Rose Party” and, collectively, the “Rose Parties”), from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including attorneys' fees), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (a) your access to or use of the App or Services, (b) your breach of these Terms of Use; (c) your violation of any law, rule, regulation, code, statute, ordinance or order of any governmental authorities; (d) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; and (e) any misrepresentation made by you. You will cooperate as fully required by the Rose Parties in the defense of any claim. Rose reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of Rose.

Governing Law

The validity and interpretation of these Terms of Use, the rights and obligations hereunder, and all causes of action (whether sounding in contract, tort, or otherwise) arising out of or related to these Terms, the termination of these Terms of Use, or the use of the App, are to be governed by, and construed in accordance with, the substantive laws (as distinguished from the choice of law rules) of the State of [Delaware] and the United States of America applicable to contracts made and performed entirely in [Delaware].

Waivers of Jury Trial

Both you and Rose hereby expressly waive trial by jury. Both you and Rose waive the right to bring or resolve any dispute as a class, consolidated, representative, collective, or private attorney general action. Both you and Rose waive the right to participate in a class, consolidated, representative, collective, or private attorney general action brought by anyone else.

Arbitration and Class Action Waivers

You agree that all disputes between you and Rose (whether or not such dispute involves a third party) with regard to these Terms of Use or your use of the App will be resolved by binding, individual arbitration, except for disputes relating to the infringement of your or Rose’s intellectual property (such as trademarks, trade dress, copyright and patents) or where Rose is seeking a preliminary injunction (“Excluded Disputes”). You agree that arbitration will be conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. Notwithstanding any provision of the JAMS Comprehensive Arbitration Rules and Procedures then in effect, the arbitrators shall not have the authority or jurisdiction to hear the arbitration as a class, consolidated, representative, collective, or private attorney general action or to consolidate, join, or otherwise combine the claims of different persons into one proceeding.

This dispute resolution provision will be governed by the Federal Arbitration Act and, where consistent, [Delaware] law. The arbitration will be conducted in Washington, D.C. in the English language by three arbitrators appointed in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrators will not have authority to award punitive or exemplary damages.

Venue

You agree that any action at law or in equity relating to the arbitration provision of these Terms of Use or the Excluded Disputes will be filed only in the state or federal courts located in the District of Columbia, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If you have validly opted out of arbitration, you agree that any action at law or in equity will be filed only in the state or federal courts located in the District of Columbia, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Jurisdictional Issues

The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Rose to any registration requirement within such jurisdiction or country. Rose controls the App from offices located in the United States and makes no representations or warranties that the information, products or services contained on the App are appropriate for use or access in other locations. Anyone using or accessing the App from other locations does so on their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the App or any portion of the App, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.

Termination

Rose reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms of Use and/or your ability to access or use the App, and to block or prevent future access to and use of the App for any reason, including, without limitation, your breach of these Terms or other conduct by you that Rose considers inappropriate. Rose reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the App with or without notice. You agree that no Rose Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the App. You acknowledge and agree that termination, suspension, or cancellation of these Terms of Use or your access to the App will not affect any right or relief to which Rose may be entitled, at law or in equity, nor shall they affect any obligation you have to Rose, including but not limited to the payment of fees.

Upon termination of these Terms of Use, all rights granted to you will automatically terminate and immediately revert to Rose and its licensors. Upon termination of your access to the App, or upon demand by Rose, you must destroy all Content and all related documentation including immediately discontinuing the use of the App. Any provisions of these Terms of Use, which, by their terms, ought to survive, shall survive any termination of these Terms of Use.

Miscellaneous

If any of the provisions set forth in these Terms of Use are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions of these Terms of Use or. These Terms of Use and any rights herein, if any, are not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized Rose employee. Rose may assign these Terms of Use and any rights contained herein without your prior notice or consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in these Terms of Use are inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise between you and Rose. You agree that these Terms of Use will not be construed against Rose by virtue of having drafted these Terms of Use.

Contacting Us

If you have any comments or questions regarding these Terms of Use, or wish to report any violation of these Terms of Use, please contact us at:

Ask Rose, Inc.

80 M. St. SE,
Washington, DC 20003
E-mail: help@rosehealth.com