Last Revised: September 2, 2021
These terms and conditions of use (the “Terms”) govern your use of our online interfaces and properties, (e.g., our websites and mobile applications) (collectively, the “Site”), together with any content, functionality and services offered on or through the Sites (collectively with the Site, the “Services”). Please read these Terms carefully before using the Services. The Services are owned or controlled by Ontrak, Inc. (“Ontrak”). By accessing the Services in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Ontrak, you agree to and are bound by the terms, conditions, policies and notices contained in the Terms. From time to time we may update the Services and these Terms. Your use of the Services after we post any changes to these Terms constitutes your agreement to those changes. The Services are offered and available to users who are at least 18 years or older (or over the legal age of majority in your jurisdiction). By using this Site or Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
NOT FOR EMERGENCIES.
IN THE EVENT OF A MEDICAL EMERGENCY, CALL 911. DO NOT DISREGARD OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF CONTENT YOU HAVE READ ON THIS SITE OR OBTAINED THROUGH OUR SERVICES. THIS SITE DOES NOT CONTAIN MEDICAL ADVICE AND WE DO NOT MONITOR THIS SITE OR COMMUNICATIONS THROUGH THE SERVICES FOR MEDICAL DIAGNOSTIC OR EMERGENCY HEALTH CARE PURPOSES.
These Terms provide that all disputes, controversies, or claims arising between you and Ontrak will be resolved by BINDING AND FINAL ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights (except for matters that may be taken to small claims court or as it relates to provisional or injunctive relief). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Arbitration Agreement for the details regarding your agreement to arbitrate any and all disputes with Ontrak.
Content on this Site that is provided by Ontrak or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“Ontrak Content“) is the property of Ontrak and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.
You agree not to download, display or use any Ontrak Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Ontrak, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Ontrak and/or its licensors, that dilutes the strength of Ontrak’s or its licensor’s property, or that otherwise infringes Ontrak’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any Ontrak Content or third party Content that appears on this Site.
Services Access and Restrictions
The following requirements apply to your use of the Services: (a) you will not use any electronic communication feature of the Services for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Services for any commercial purpose not expressly approved by Ontrak in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Services, deep-link to any feature or content on the Services, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services.
Violations of system or network security may result in civil or criminal liability. Ontrak 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 these Services or any activity being conducted on these Services.
User Content; Reviews; Feedback and Other Postings
Our Services permit you to submit your personal information, data and information related to you, photos, written posts and certain other information and materials (“User Content”). By using these features, you agree that you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Ontrak; that you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; that you will not impersonate any person or organization, including without limitation, the personnel of Ontrak, or misrepresent an affiliation with another person or organization; you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Services, or feature of the Services. You further understand and agree that you have no ownership rights in materials you submit to us, to any account you may have with us, or other access to the Services or features therein. Ontrak may cancel your account and delete all User Content associated with your account at any time, and without notice, if Ontrak deems that you have violated these Terms, the law, or for any other reason. Ontrak assumes no liability for any information removed from our Services and reserves the right to permanently restrict access to the Services or a user account.
By displaying, publishing, or otherwise posting any User Content on or through the Services, you hereby grant to Ontrak a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, in video or music software computer programs. You represent and warrant that you own the content submitted, displayed, published or posted by you on the Services and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
Ontrak does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Ontrak without the prior review and written approval of Ontrak.
Claims of Copyright Infringement
We disclaim any responsibility or liability for copyrighted materials posted on our Services. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below. Ontrak 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 Ontrak’s Designated Copyright Agent, identified below.
Notices of Alleged Infringement for Content Made Available on the Site
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Notice“) complying with the following requirements.
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Deliver this Notice, with all items completed, to our Copyright Agent:
Greenberg Traurig LLP
Attn: Candace Kim
1840 Century Park East, Suite 1900
Los Angeles, CA 90067
If a particular feature or service offered on the Services requires you to open an account, you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable online registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a username. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Services. Ontrak is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.
Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Ontrak Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Site is provided as a convenience to our customers and is provided for informational or transactional purposes only. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Services are your sole responsibility and we shall have no liability for such decisions.
Third Party Websites
No Medical Services or Advice
You understand and agree that any health information and other content appearing on the Services or developed with your input, whether you are a provider, eligible member, or member or someone acting legally on their behalf, is for informational purposes only. The Ontrak Content and Services are not designed to provide medical diagnosis, advice, or treatment. You should discuss all information received through the Services with your physician before making any medical decisions, including starting, stopping or modifying any medication or other treatment or care plan. You acknowledge that your use of the Services does not create a medical provider-patient relationship or constitute the practice of medicine or provision of medical care. You acknowledge that you are responsible for consulting with a medical provider whether or not the Services suggests seeking medical advice.
YOUR USE OF THE SERVICES AND ONTRAK CONTENT IS SOLELY AT YOUR OWN RISK. THE SERVICES AND ONTRAK CONTENT, WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM ONTRAK, IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE OR INFORMATION YOU MAY HAVE OBTAINED THROUGH THE SERVICES. THE SERVICES ENABLE COORDINATION AND DIRECT COMMUNICATION WITH A PROVIDER (AS DEFINED BELOW). COMPANY, ITSELF, DOES NOT PROVIDE MEDICAL OR HEALTH ADVICE, CARE, DIAGNOSIS, OR TREATMENT.DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL 911 AND A HEALTH CARE PROFESSIONAL. NOTHING STATED OR POSTED ON THE SITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.
YOU ACKNOWLEDGE AND AGREE THAT ONTRAK MAY CONNECT YOU TO ONE OR MORE INDEPENDENT HEALTH CARE PROFESSIONALS/PROVIDERS THAT ARE CONTRACTED WITH ONTRAK (EACH A “PROVIDER”) TO PROVIDE YOU WITH PROFESSIONAL SERVICES. YOU ACKNOWLEDGE THAT COACHING SERVICES PROVIDED THROUGH THE SERVICES MAY BE PROVIDED THROUGH NON-MEDICAL UNLICENSED PERSONNEL WITH THE APPLICABLE EDUCATIONAL DEGREES TO PROVIDE SUCH COACHING. FOR CLARITY, ANY PATIENT-PROVIDER RELATIONSHIP BETWEEN YOU AND ANY PROVIDER WILL BE ESTABLISHED SEPARATELY AND DIRECTLY WITH SUCH PROVIDER. ONTRAK IS NOT A PARTY TO ANY SUCH RELATIONSHIPS AND EACH PROVIDER (AS DEFINED ABOVE) IS SOLELY RESPONSIBLE FOR THE DELIVERY OF ANY OPINIONS YOU RECEIVE THROUGH YOUR ACCESS TO AND USE OF THE SERVICES. YOU ALSO AGREE THAT OPINIONS EXPRESSED BY A PROVIDER IN CONNECTION WITH THE SERVICES ARE NOT THAT OF ONTRAK AND WILL NOT BE USED IN ANY LEGAL DISPUTE AGAINST ONTRAK, INCLUDING BUT NOT LIMITED TO LITIGATION, ARBITRATION, CLAIM FOR DISABILITY BENEFITS, CLAIM FOR WORKER’S COMPENSATION AND/OR MALPRACTICE CLAIMS.
Notice of Non-discrimination
Ontrak complies with all applicable Federal civil rights laws and does not exclude, deny benefits to, or otherwise discriminate against any person on the basis of race, ethnicity, national origin, color, religion, sex, gender (including sexual orientation and gender identity), age, mental or physical disability, health status, medical history, genetic information, or geographic location in admission to, participation in, or receipt of the services and benefits under any of its programs and activities.
You can contact us with any concerns, and you also can file a complaint if you feel you have been subject to discrimination in any program or activity or are experiencing issues getting information in an accessible format. There are three ways to file a complaint:
Office for Civil Rights
U.S. Department of Health and Human Services
200 Independence Avenue, SW
Room 509F, HHH Building
Washington, D.C. 20201
Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE SERVICES OR ANY INFORMATION OR SOFTWARE THEREIN. Ontrak makes no representations about the reliability of the features of the Services, the Ontrak Content, User Content, or any other Site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Ontrak makes no representations regarding the amount of time that any Ontrak Content or User Content will be preserved.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF ONTRAK CONTENT, THE SERVICES, AND LINKED WEBSITES. ONTRAK DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ONTRAK BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, NOR SHALL ONTRAK BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND ONTRAK’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL ONTRAK OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE THE SERVICES, EVEN IF ONTRAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Export Policy and Restrictions
You acknowledge that the products and Ontrak Content which are sold or licensed on the Services, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from the Services, you agree to abide by the applicable laws, rules and regulations – including, but not limited to the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any products, you agree that you will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless Ontrak from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.
These Terms will be governed by and construed in accordance with the internal laws of Delaware without regard to conflicts of laws principles YOU agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with THE SERVICES and/or these Terms, will be resolved individually, without resort to any form of class action. These Terms operate to the fullest extent permissible by law.
Small Claims and Injunctive Relief. This arbitration agreement does not preclude you from pursuing qualifying small claims in small claims court. If your Claims qualify for small claims court, you may still assert your Claims in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. In addition, you and Ontrak both retain the right to apply to any court of competent jurisdiction for provisional or injunctive relief, including for pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
Class Waiver. You may not act as a class representative or private attorney general or participate as a member of a class of claimants with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your individual Claims. The arbitrator may not consolidate or join the Claims of other persons or parties who may be similarly situated.
Arbitration Costs and Procedures. If you initiate arbitration against us, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If you are able to demonstrate that the costs of arbitration will be cost-prohibitive as compared to the costs of litigation, Ontrak will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being cost-prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Pursuant to the JAMS Rules and Procedures, the arbitration shall proceed in a location determined by the arbitrator (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by the parties.
Enforcement and Invalidity. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Ontrak shall be entitled to arbitrate their dispute.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JAMS RULES AND PROCEDURES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ONTRAK WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Ontrak may, in its sole discretion, and at any time, discontinue the Services or any part thereof, with or without notice, or may prevent your use of this Services with or without notice to you. You agree that you do not have any rights in the Services and that Ontrak will have no liability to you if is the Services discontinued or your ability to access the Services or any content you may have posted on the Services is terminated.
Ontrak may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement, or any part of it, to any other person. Any attempt by you to do so is void.