Last updated: May 9, 2023
Welcome to Headlamp Health!
The following terms and conditions (the “Agreement”) govern all use of the Headlamp Health mobile application, all associated services and web applications provided to you (“You” or “Your”) by Headlamp Health, Inc. (“Headlamp”, “Us”, “We”, or “Our”) (collectively, the “Service”). The Service is subject to Your acceptance without modification of all of the terms and conditions contained herein. By accessing or using the Services – You agree to these terms and conditions. This Agreement includes any policies We post in Our mobile application. By agreeing to this Agreement and/or by using the Service, you are also agreeing to the terms of our Privacy Policy, which is incorporated into this Agreement. Special products and services provided by Headlamp, and third-party products and services available via the Service, may be subject to different or additional terms or conditions. To the extent they conflict with this Agreement, such different or additional terms and conditions will control.
Headlamp reserves the right to modify or replace any of the terms or conditions of this Agreement at any time. You will be notified of such changes by email, account notification, or a notice posted in Our mobile application. Your continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes; provided that, (i) such changes will not apply to any products or services that You have already paid for and (ii) with respect to any products or services that are provided on a subscription basis, such changes will go into effect beginning with the next term (provided further that You are notified of such changes at least ten (10) days prior to the date on which Your option to cancel any renewal expires).
You hereby certify to Headlamp that You are at least eighteen (18) years of age. In jurisdictions where eighteen (18) is not the age of consent to contract, You represent and warrant that You have all necessary authorizations and permissions from an appropriate legal guardian. You also certify that You are otherwise legally permitted to access and use the Service.
SCOPE
Headlamp helps mental health providers (“Providers”) learn more about their patients (“Patients”), while helping Patients learn more about themselves. Together, we're bringing more precision to mental health care. As used herein, “You” and “Your” means Providers and Patients (except where otherwise indicated).
ARBITRATION AND CLASS ACTION WAIVER
WE HAVE CERTAIN REQUIREMENTS THAT YOU AGREE TO ARBITRATE DISPUTES YOU MAY HAVE WITH US – AND WAIVE RIGHTS TO BRING CLASS ACTION LAWSUITS. PLEASE SEE THE “DISPUTE RESOLUTION” SECTION BELOW FOR MORE INFORMATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF ENTERING THIS AGREEMENT.
YOUR USE OF THE SERVICE ON BEHALF OF THIRD PARTIES
You are only authorized to use the Service for Yourself and on behalf of other individuals to the extent You have the legal right and authority to do so. You are not permitted to enter any information about a minor into the Services unless you are that minor’s legal guardian and agree to the terms and conditions of this Agreement on their behalf. We may ask You to verify You have the appropriate consents, authority and legal rights - and You must do so promptly in the manner requested by Us.
THIRD PARTY SITES, APP, PRODUCTS AND SERVICES.
We may provide links through Website, App, or Our email or SMS communications, that direct You to other websites, applications, products and services owned and controlled by third parties. We may also allow You to connect to third party accounts to more quickly upload pertinent information to help You use the Service. Headlamp makes no representations, warranties or guarantees with respect to any such third party websites, applications, products or services. To the extent You access or otherwise use them, You should review the applicable third party’s associated terms, conditions and policies.
RESTRICTIONS
You shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for any commercial purpose; (iv) remove or obscure any proprietary notices on the Service; (v) use the Service for any unlawful purpose; (vi) send unwanted messages or emails (i.e.,“spam”) through the Service; (vii) send any harassing, defamatory or illegal content through the Service (or any content that otherwise infringes or violates the rights of any third party); (viii) use domain names or web URLs in Your username without Our prior written consent; (x) interfere or disrupt the Service in any way; or (ix) access the Service via any automated means including without limitation scripts, bots, spiders, crawlers, or scrapers. As between the parties, Headlamp shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.
INFORMATION YOU PROVIDE TO US
In the event You submit any information or other content to the Service (such as during the registration process) (“User Content”), You grant Us a non-exclusive, transferable, sublicensable, worldwide, royalty-free, perpetual, irrevocable, fully paid-up right and license to use, copy, distribute, reproduce, and create derivative works of User Content as We deem reasonably necessary to provide you with the Service. For more information with respect to how We treat Your information – see the “Privacy” section below.
You represent and warrant to Us that You have all rights necessary to grant Us the foregoing license. You also represent and warrant to Us that the User Content (i) will not infringe or otherwise violate any laws, regulations or third party rights, (ii) will be accurate and up-to-date at all times, (iii) will not damage Our systems or networks, or the systems or networks of Our business associates and partners; and (iv) will not cause harm to other Service users or another third party.
GENERAL CONTENT
You agree that the Service contains information and other content specifically provided by Headlamp or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Headlamp in writing, You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such content. Reproducing, copying or distributing any such content, including any materials or design elements on the Service, for any other purpose is strictly prohibited without the express prior written permission of Headlamp.
FEES
There are no fees charged to Patient’s for the Service. Fees may be charged to Providers. Provider will pay all applicable fees when due. Provider hereby authorizes Headlamp and its third-party payment processor to charge Your payment account for owed amounts (including, without limitation, recurring subscription fees). All payments are non-refundable except as set forth herein. You will ensure that Your payment details (such as Your credit card number) are accurate and up-to-date at all times.
SUPPORT
Any technical support or maintenance for the Service is provided by Headlamp in its sole discretion.
DISCLAIMER OR WARRANTIES
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HEADLAMP MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES, BUGS, DEFECTS OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET YOUR EXPECTATIONS.
IF YOU ARE A PATIENT, YOU ACKNOWLEDGE THAT HEADLAMP MAKES NO WARRANTIES WITH RESPECT TO THE ACTS, OMISSIONS, STATEMENT, REPRESENTATIONS, WARRANTIES, METHODS, SUGGESTIONS, INPUT, DIRECTIONS, OR ADVICE OF ANY PROVIDER OR OTHER THIRD PARTY.
THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
IN NO EVENT SHALL HEADLAMP OR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, FOR ANY: (I) ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) ANY BUGS, VIRUSES, TROJAN HORSES, DEFECTS OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) THE LOSS OF ANY DATA OR OTHER TECHNICAL ISSUES, OR DAMAGES TO YOUR PHONE, MOBILE DEVICE OR OTHER HARDWARE OR SOFTWARE THAT IS CAUSED BY THE SERVICE OR ANY OF HEADLAMP’S SYSTEMS, APPLICATIONS, CODE, PROCESSES OR METHODS, (IV) ANY DAMAGES CAUSED BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, PROVIDERS, (V) ANY DAMAGES CAUSED BY MATTERS BEYOND HEADLAMP’S REASONABLE CONTROL (SUCH AS ACTS OF GOD OR TELECOMMUNICATION FAILURES), OR (VI) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) US$10.00.
IF YOU ARE A PATIENT, YOU ACKNOWLEDGES THAT IN NO EVENT SHALL HEADLAMP, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS HAVE ANY LIABILITY IN CONNECTION WITH (I) THE ACTS, OMISSIONS, STATEMENT, REPRESENTATIONS, WARRANTIES, METHODS, SUGGESTIONS, INPUT, DIRECTIONS, OR ADVICE OF ANY PROVIDER OR OTHER THIRD-PARTY, OR (II) ANY THIRD PARTY PRODUCTS OR SERVICES YOU PURCHASE OF OTHERWISE RECEIVE THROUGH THE SERVICE.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
BUSINESS ASSOCIATE AGREEMENT
This Section applies to Providers. Headlamp and Provider acknowledge and agree to adhere to all applicable privacy laws with respect to any Patient data processed pursuant to this Agreement. Headlamp and Provider further agree to adhere to the terms of the Business Associate Agreement (BAA) located here (and incorporated herein by this reference). If You need a copy of the BAA, please request it from Us at legal@headlamp.com. Notwithstanding the foregoing, You are ultimately responsible for HIPAA compliance as it relates to Your Patients. By using the Service, You agree to abide by all federal and state laws, including laws that may apply to patient data or other personal information, including but not limited to HIPAA.
INDEMNITY
You shall indemnify and hold harmless Headlamp, its affiliates, its partners, and each of its, and its affiliates, and its partners, employees, contractors, directors, suppliers and representatives from all liabilities, losses, damages, claims, actions, demands, settlements, costs and expenses, including attorneys' fees, that arise from or in connection with (i) Your breach of this Agreement, (ii) Your negligence, willful misconduct or violation of any laws or regulations or third party rights, or (iii) disputes between You and any other Service user (whether a Patient or Provider). In addition, if You are a Provider, You shall indemnify and hold harmless Headlamp, its affiliates, its partners, and each of its, and its affiliates, and its partners, employees, contractors, directors, suppliers and representatives from all liabilities, losses, damages, claims, actions, demands, settlements, costs and expenses, including attorneys' fees, that arise from or in connection with any (i) treatment, advise, or information You provide to any of Your Patients, or (ii) Your violation of the BAA or any Patient’s rights (including with respect to your misuse, or improper disclosure, or any Patient’s information). Headlamp reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully assist and cooperate with Headlamp in asserting any available defenses.
TERMINATION
If You want to terminate this Agreement – You must cancel Your Service account. You can cancel Your Headlamp account by navigating in the Headlamp Health App to My Profile > Manage Account > Delete Account (or such other mechanism as notified by Headlamp to You). Headlamp may terminate or suspend Your access to the Service at any time, with or without cause. Upon termination, You will no longer access (or attempt to access) the Service.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, all warranty disclaimers, limitations of liability and disputes resolutions provisions.
PRIVACY
Headlamp takes the privacy of its users very seriously. We strongly urge You to review our Privacy Policy. We have endeavored to make our policy very straightforward and clear. That said, if You have any questions about Our privacy practices, please email Us at privacyrequest@headlamp.com.
APPLE DEVICE TERMS
In the event You are using the App in connection with a device provided by Apple, Inc. (“Apple”), the following shall apply:
Both You and Headlamp acknowledge that this Agreement is concluded between You and Headlamp only, and not with Apple, and that Apple is not responsible for the App or any content available thru the App;
You will only use the App in connection with an Apple device that You own or control;
You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
In the event of any failure of the App to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to You will be to refund to You the purchase price, if any, of the App;
You acknowledge and agree that Headlamp, and not Apple, is responsible for addressing any claims You or any third party may have in relation to the App;
You acknowledge and agree that, in the event of any third party claim that the App or Your possession and use of the App infringes that third party’s intellectual property rights, Headlamp, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that You are not listed on any U.S. Government list of prohibited or restricted parties;
Both You and Headlamp acknowledge and agree that, in Your use of the App, You will comply with any applicable third party terms of agreement, which may affect or be affected by such use; and
Both You and Headlamp acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as the third party beneficiary hereof.
DISPUTE RESOLUTION
Let's Try To Work It Out. Ideally, if You have any concerns or complaint against Headlamp, We would like to resolve the issue without resorting to formal court or arbitration proceedings. Therefore, before filing a claim against Headlamp, You agree to try to resolve the dispute informally by contacting legal@headlamp.com. Headlamp will attempt to resolve the dispute informally (and will contact You via email). If a dispute is not resolved within 30 days of submission, You may bring a formal proceeding.
Arbitration. Any disputes that are not settled informally shall be settled by binding arbitration in accordance with the rules and procedures (“Rules”) of the American Arbitration Association (“AAA”). The Rules will be AAA’s Consumer Arbitration Rules if available. Arbitration shall be conducted by one (1) arbitrator selected in accordance with the Rules. In the event any telephonic or other streamlined procedures are available – they will be used. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California using the English language. Notwithstanding the foregoing, either party may bring claims for equitable or injunctive relief before a court (see the “General” section below) at any time.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by notify Headlamp in writing within 30 days of the date that You first become bound by this Agreement. Your opt-out request must be sent to:
Headlamp Health, Inc. (ATTN: Arbitration Opt- out)
23 Geary St, Suite 600, San Francisco, CA 94108
You must include Your name and residence address, the email address You use for Your Service account, and a clear statement that You want to opt-out of this arbitration agreement.
Process. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the Rules, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Headlamp at: Headlamp Health, Inc., 23 Geary St, Suite 600, San Francisco, CA 94108 (Attn: Arbitration). In the event We initiate arbitration against You, We will send a copy of the completed form to the physical address We have on file associated with Your Service account.
Evidence. If Your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents We and You submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your claim exceeds $10,000, Your right to a hearing will be determined by the Rules. Subject to the Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if Your claim for damages does not exceed $75,000, Headlamp will pay all such fees, unless the Arbitrator finds that either the substance of Your claim or the relief sought in your complaint for arbitration was frivolous or was brought for an improper purpose (such as claims brought in bad faith). If You prevail in arbitration, You will be entitled to an award of attorneys’ fees and expenses (to the extent required by law). Headlamp will not seek, and hereby waives all rights We may have, to attorneys’ fees and expenses if We prevail in arbitration, unless the Arbitrator finds that either the substance of Your claim or the relief sought in Your complaint for arbitration was frivolous or was brought for an improper purpose (such as claims brought in bad faith).
No Class Actions. You may only resolve disputes with Headlamp on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
Modifications. Notwithstanding any provision in this Agreement to the contrary, You and We agree that if We make any amendment to the foregoing arbitration terms or conditions (other than an amendment to any notice address or site link) in the future, such amendment shall not apply to any claim that was filed in a legal proceeding against Headlamp prior to the effective date of the amendment. In addition, you shall have the right to reject any such amendment by notifying Headlamp in writing within thirty (30) days of the date that You are first notified of the amendment (according to the procedures set forth in this “Dispute Resolution” section above). In the event You so reject an amendment, the amendment will not apply to You – but this “Dispute Resolution” section will otherwise remain in full force and effect (according to the pre-amendment version You had already agreed to).
Going to Court. Subject to the arbitration provision above, You agree that the exclusive jurisdiction and venue for all disputes arising in connection with this Agreement shall be in the state and Federal courts located in San Francisco, California. You hereby submit to such jurisdiction and venue.
THE TERMS AND CONDITIONS IN THIS “DISPUTE RESOLUTION” SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED OR OTHERWISE LIMITED BY APPLICABLE LAWS OR REGULATIONS.
DISPUTE WITH THIRD PARTIES
If there is a dispute between You and any third party (such as any Provider) - You agree that Headlamp is under no obligation to become involved. In the event that You have such a dispute, You release Headlamp, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
CUSTOMER FEEDBACK
Headlamp encourages Our users to submit comments, suggestions, error reports, or support inquiries to Headlamp (“Feedback”). In the event you provide any Feedback to Headlamp, You shall and hereby do grant Headlamp an irrevocable, perpetual, non-exclusive, sublicensable, transferrable, fully paid-up, royalty free, worldwide rights and license to use, reproduce, distribute, develop and otherwise exercise, for any purposes, all right, title and interest in an to such Feedback.
GENERAL
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Headlamp shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Headlamp’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with Headlamp’s prior written consent. Headlamp may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing executed by both parties, except as otherwise provided herein.
