1. The Terms and Conditions

The following are the Terms and Conditions (the "Agreement") which govern your access and use of our online platform through which third-party counseling may be provided (collectively the "Platform"). This Platform (www.iheeru.com and app.iheeru.com) is owned and operated by IheerU Digital Solutions Inc. located at 5519 Marine Drive, West Vancouver, British Columbia, Canada (sayhi@iheeru.com). The Platform may be provided or be accessible via multiple websites or applications whether owned and/or operated by us or by third parties, including, without limitation, the website iheeru.com and its related apps. You understand that we are only a Platform. While the Platform may help to connect users with third-party “Mental Health Guides,” we do not provide any mental health services or treat any condition or guarantee any result. The Platform should not be used for any medical emergencies. Please read this Agreement carefully as it includes important terms, including on how to resolve disputes, waiver of class actions, limits of liability, and disclaimers.

By accessing or using the Platform, you are entering into this Agreement. You should read this Agreement carefully before starting to use the Platform. If you do not agree to be bound to any term of this Agreement, you must not access the Platform. When the terms "we", "us", "our" or similar are used in this Agreement, they refer to any company that owns and operates the Platform (the "Company"). “You” or “you” refers to the party using the Platform, including individuals seeking Mental Health Guide Services.

2. The Mental Health Guides and Mental Health Guide Services

The Platform may be used to connect you with a third-party “Mental Health Guide” who will provide services to you through the Platform (“Mental Health Guide Services”).

For Canada based Mental Health Guides

We require every Mental Health Guide providing Mental Health Guide Services on the Platform to provide proof of being an accredited, trained, and experienced licensed psychologist (PhD / PsyD), licensed marriage and family therapist (LMFT), licensed clinical social worker (LCSW), licensed professional Mental Health Guide (LPC), or similar applicable recognized professional certification based on their province and/or jurisdiction. Mental Health Guides must also provide information showing that they have a relevant academic degree in their field, and, if applicable, are qualified and certified by their respective professional board after successfully completing the necessary education, exams, training and practice requirements as applicable.

The Mental Health Guides are independent providers who are neither our employees nor agents nor representatives. The Platform’s role is limited to providing a platform for the Mental Health Guide Services while the Mental Health Guide Services themselves are the responsibility of the Mental Health Guide who provides them. If you feel the Mental Health Guide Services provided by the Mental Health Guide do not fit your needs or expectations, you may change to a different Mental Health Guide who provides services through the Platform. If a Mental Health Guide you have been connected with stops using the Platform at any time after you have been connected, we will send an email to notify you that your Mental Health Guide is no longer on the Platform and that you have the opportunity to match with a new Mental Health Guide.

While we hope the Mental Health Guide Services are beneficial to you, you understand, agree and acknowledge that they may not be the appropriate solution for everyone’s needs and that they may not be appropriate for every particular situation and/or may not be a complete substitute for a face-to-face examination and/or care in every particular situation.

IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER (911 IN THE US and 999 in the UK) AND NOTIFY THE RELEVANT AUTHORITIES. SEEK IMMEDIATE IN PERSON ASSISTANCE. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND THE Mental Health Guides CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.

THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS REQUIRING AN IN-PERSON EVALUATION AND YOU SHOULD NOT USE IT IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT NOT LIMITED TO, COURT-ORDERED COUNSELING OR EMOTIONAL SERVICE DOG CERTIFICATION. IT IS ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM.

DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE PLATFORM.

USE OF THE PLATFORM DOES NOT CREATE ANY PROFESSIONAL RELATIONSHIP BETWEEN YOU AND COMPANY, INCLUDING ANY MENTAL-HEALTH, THERAPIST, PSYCHOTHERAPY, MEDICAL, OR PSYCHIATRIC PROFESSIONAL-CLIENT RELATIONSHIP. SIMILARLY, THE TRANSMISSION OF INFORMATION TO AND FROM COMPANY BY MEANS OF THE PLATFORM IS NOT A PATIENT OR OTHER PROTECTED COMMUNICATION. COMPANY IS NOT A HIPAA-COVERED ENTITY. IF YOU WORK WITH A MENTAL HEALTH GUIDE, YOU MAY CREATE A SEPARATE MENTAL HEALTH GUIDE RELATIONSHIP WITH THAT MENTAL HEALTH GUIDE.

3. Dispute Resolution

THIS SECTION SIGNIFICANTLY AFFECTS HOW ANY DISPUTES THAT ARISE BETWEEN YOU AND COMPANY MUST BE RESOLVED.

“Claim(s)” means any dispute between the parties or their owners or agents (who shall be third-party beneficiaries of this provision) arising out of, related to, or in connection with this Agreement or the Platform, including relating to any Mental Health Guide or Mental Health Guide Services.

To the fullest extent permitted by applicable law, you and Company agree that all Claims must be resolved exclusively through final and binding arbitration, rather than in court. There is no judge or jury in arbitration. One arbitrator will resolve any Claims, including any disputes arising out of or related to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that this requirement to arbitrate is void or voidable. The arbitrator's award will be final and binding, and a judgment on the arbitrator’s award may be entered by a court. The arbitration will be conducted by a representative of JAMS under JAMS’ Streamlined Arbitration Rules & Procedures, available at www.jamsadr.com, or another arbitral forum agreed to by the parties. Payment of all arbitration fees will be governed by JAMS’ rules. However, if the value of the relief you seek is $10,000 or less, at your request, Company will repay your consumer fee of $250 to commence the arbitration.

THE PARTIES MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. THIS WAIVER IS A MATERIAL PROVISION. UNLESS YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS.

The parties agree that this Agreement and any Claims shall be exclusively governed by and construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the Province of British Columbia, exclusive of conflict or choice of law rules. The location of the arbitration shall be the county in or closest to where you reside, provided that the arbitration may be conducted by telephone, video conference, written submissions, or another mutually-agreed location. This agreement to arbitrate will not preclude any action for injunctive relief in aid of arbitration or any “public” injunction.

Depending on where you reside, the provisions of this section may be unapplicable to you, and you may be authorized to bring a claim on an individual basis in and under the laws of the location where you reside. Nothing in this Agreement affects your statutory rights as a consumer to rely on the mandatory consumer protection provisions contained in the law of the country in which you live.

4. Privacy and Security

Protecting and safeguarding any information you provide through the Platform is extremely important to us. Information about our security and privacy practices can be found on our Privacy Policy available at https://iheeru.com/privacy (The ‘Privacy Policy’).

BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS OF THIS AGREEMENT ALSO APPLY TO CHANGES AND REVISIONS OF THE PRIVACY POLICY.

5. Third Party Content

The Platform may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.

6. Disclaimer of Warranty and Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF THROUGH THE PLATFORM IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.

If the applicable law does not allow the disclaimer or limitation of liability as set forth above, the disclaimer or limitation will be deemed modified solely to the extent necessary to comply with applicable law. This section (disclaimers and limitation of liability) shall survive the termination or expiration of this Agreement.

7. Your account, representations, conduct and commitments

You hereby confirm that you are legally able to consent to receive Services, or have the consent of a parent or guardian, and that you are legally able to enter into a contract.

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.

You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.

You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

You agree, confirm and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

You agree and commit not to use the account or Account Access of any other person for any reason.

You agree and confirm that your use of the Platform, including the Mental Health Guide Services, are for your own personal use only and that you are not using the Platform or the Mental Health Guide Services for or behalf of any other person or organization.

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Mental Health Guides and us.

If you receive any file from us or from a Mental Health Guide, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct.

You agree to pay all fees and charges associated with your Account on a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your Account information.

If you have any concerns about a bill or a payment, please contact us immediately by sending an email to sayhi@iheeru.com. We will evaluate your issue on a case by case basis and, at our discretion, take steps to resolve any issue, including but not limited to helping you find a new Mental Health Guide, extending your subscription at no cost to you, and issuing partial or full refunds when applicable.

8. Modifications, Termination, Interruption and Disruptions to the Platform

You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all clients or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

9. Notices

We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to legal@iheeru.com.

10. Intellectual Property

Company (or its licensors) owns all right, title, and interest in and to the Platform and all related technology and intellectual property and proprietary content, including all related copyrights and trademarks. All content included as part of the Platform, such as text, graphics, logos, audio, video, images, content, software, and materials, as well as the compilation thereof, is the property of Company (or its licensors). You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions and to not make any changes thereto. Company reserves all rights in its intellectual property and proprietary content. Subject to this Agreement, Company grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform solely in compliance with the Agreement for your personal use. You shall not modify, publish, give away, distribute, transmit, reverse engineer, transfer, sell, create derivative works of, or in any way exploit the Platform, in whole or in part.

11. Indemnification by You

You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys' fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement or any law; (d) non-payment for any of the services (including Mental Health Guide Services) which were provided through the Platform; (e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (f) your conduct, representations, or omissions.

YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE MENTAL HEALTH GUIDE SERVICES OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY MENTAL HEALTH GUIDE AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.

You agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using the Platform or your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of the Platform or your Account Access by any person whether authorized by you or not, and you agree to defend and indemnify us for any such damage or loss.

This section shall survive expiration or termination of this Agreement.

12. Important notes about our Agreement

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.

We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.

We may freely transfer or assign this Agreement or any of its obligations hereunder.

The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.

The terms of this Agreement are severable. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

To clear any doubt, all clauses regarding disputes, disclaimers, limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.

The Platform and this Agreement do not create any partnership, joint venture, employment, agency, or patient relationship. The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time. All waivers by must be in writing to be effective. The Agreement will be binding on and will inure to the benefit of the parties’ successors and permitted assigns. This Agreement is the entire agreement between you and Company regarding the subject matter of this Agreement and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and Company, whether written or verbal, regarding the subject matter of this Agreement. The parties will not be liable for any delay or failure to perform any obligation, unless an obligation to pay, under this Agreement where the delay or failure results from any cause beyond Company’s reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, pandemics, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

Last Updated: July 30, 2021

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