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Last Updated: April 2023
Acceptance of Terms
Clay and its affiliates (collectively, “Clay” “we” or “us”) operate a platform that facilitates communications and consultations between coaches (collectively, “Coaches”) and parents, guardians, teachers, and other individuals (the “Panelists” or “you”) to effectuate care and treatment for individuals (the “Platform”). The Platform has a feature called “Your Digital Behavioral Expert” that uses artificial intelligence (AI) to generate response to Your behavioral questions (“Your Digital Behavioral Expert”). These terms of service (“Terms”) constitute a binding agreement between you and Clay that covers your use and access to our services, website and the Platform, including but not limited to Your Digital Behavioral Expert (“Services”). Our Privacy Policy explains how we collect and use your information. By using our Services, you’re agreeing to be bound by these Terms and our Privacy Policy. If you are accepting these Terms for another person (“Family Member”) as such Family Member’s parent, guardian, conservator, or custodian, you agree to the terms, conditions, and notices contained or referenced herein on behalf of such Family Member.
Notices
Your access to and use of the Services are subject to these Terms and all applicable laws and regulations. By accessing or using the Services, you agree to be bound by these Terms. Please read these Terms carefully. Unless otherwise indicated, any new content added to this Service will also be subject to these Terms effective upon the date of any such addition. You are encouraged to review the Services and these Terms periodically for updates and changes.
Nature of Services (Including all Paid Services)
Clay facilitates communications with Coaches, Panelists, and Your Behavioral Expert regarding challenges pertaining to child well-being, parental stress, and adult anxiety. While Coaches may be psychologists or other therapists, they do not act as therapists but limit their participation to general advice based on publicized best practices guidelines and not specific to any individual. The AI-generated responses provided through Your Behavioral Expert are generated based on publicized best practices guidelines and are not specific to any individual. If you are seeking professional psychological counseling or therapy, please refer to an appropriate therapist or other clinical specialist and do not rely solely on the Services. The Sservices provided by Clay are not intended to be used for the diagnosis or treatment of disease.
Disclaimers
Your experience and the information that you provide to Clay about you, a student, or a Family Member will be used internally by Clay to optimize Clay’s Services. The personal information that You provide will be de-identified to the extent possible before being shared internally by the Clay team.
Clay does not diagnose, evaluate, assess, treat, or prevent any injury, pain, or physical condition, and does not implement, monitor, test, assess, interpret, plan or modify treatment programs, and does not offer medical advice. Clay is not a health care provider or therapist and neither the Platform nor the Coaches provide medical advice, treatment, therapy, or assessment services. All information provided by Clay, the Coaches, and the Platform is intended to be for general informational purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law.
Any content accessed through the Platform is for informational purposes only, should not be interpreted as a diagnosis or medical or mental health treatment and is not intended to replace medical or mental health treatment. You agree that you desire to access and use the Platform for the purpose of participating in a test that will be used by Clay to optimize Clay’s Services.
Clay is not a medical or mental health provider. The Coaches are not your medical or mental health provider. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CONSIDERING OR CONTEMPLATING SUICIDE OR FEEL THAT YOU MAY BE A DANGER TO YOURSELF OR OTHERS, PLEASE NOTIFY THE POLICE (OR) CONTACT EMERGENCY MEDICAL SERVICES (911) IMMEDIATELY.
CLAY IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURY, FAILURE OF THE SERVICE, INFORMATION, AND/OR PRODUCTS YOU OBTAIN THROUGH THE PLATFORM TO DIAGNOSE, TREAT, OR ADDRESS A MEDICAL OR MENTAL HEALTH CONDITION, OR EXACERBATION OF A MEDICAL OR MENTAL HEALTH CONDITION.
The Coaches that you interact with may be subject to mandatory reporting requirements under state law. This means that if you disclose certain information to Clay, Your Behavioral Expert, or the Coaches, the Coaches, Your Behavioral Expert, or Clay may be required by law to report that information, including, but not limited to information about any suspected or known cases of abuse or neglect of a child, a dependent adult, or an older person and any intent to harm yourself or others.
Your Responsibilities; Use of the Platform
Content in the Platform may be protected by others’ intellectual property rights. Please don’t copy, upload, download, or share content unless you have the right to do so. We may review your conduct and content for compliance with these Terms.
Help us keep your data protected. Safeguard your password to the Platform, and keep your account information current. Don’t share your account credentials or give others access to your account. You agree that only you will access the Platform through your account and will immediately notify Clay in the event that (i) your password is stolen or lost or (ii) You become aware of any unauthorized use of your log-in credentials or (iii) other breach of security.
To use the Platform, you must be 18 years of age and you intend to use the Platform only for your own personal, non-commercial use.
You must provide accurate and complete registration information any time you initially register or continue to use the Platform. It is your responsibility to provide us with true, accurate, and complete email address, contact, and other information related to your account(s), and to maintain and promptly update any changes in this information. Clay is not responsible for any loss or damage if you do not protect your account or your personal information.
You agree that you will use the Platform only in a manner that complies with all HIPAA, FERPA, federal, and state privacy and security laws and requirements. In accordance with HIPAA, if the data or other information you input into the Platform includes personal health information (“PHI”), you will provide only the minimum necessary PHI and only for permitted uses and disclosures, pursuant to 45 C.F.R. § 164.502. You will only input PHI into fields specifically designated as
PHI- permitted fields on the Platform. In accordance with FERPA, You will not disclose information from education records to Clay, the Platform, or the Coaches unless the school or district has first obtained written consent from the parents or from “eligible students” meaning those who are 18 years of age or older or attending a postsecondary school or Your activities fall within one of FERPA’s exceptions.
If You are accessing the Platform or using the services on behalf of an educational institution (“Institution”), You represent and warrant that You have obtained all of the consents and approvals necessary from the Institution to use the Services as part of Your curriculum. You may only use the Services on behalf of Your Institution while you are employed by the Institution. If Your employment with the Institution is terminated, You must stop using the Platform and Services and must return all log-in credentials and cease accessing any student information on the Platform.
Intellectual Property
Clay hereby grants to you a non-exclusive and non-transferable license and right to use the Platform in accordance with these Terms but not to download or modify it, or any portion of it, except with express written consent of Clay. The Platform and all intellectual property rights therein are the exclusive property of Clay and/or its suppliers; you acquire no rights therein except as expressly provided in these Terms and any other agreement between you and Clay, and Clay expressly reserves all other rights therein. Clay owns the Platform and all information and data, including media, materials and content available through the Platform. Clay grants you a limited right to use the Platform and any content on the Platform for purposes of facilitating health care to patients.
Restrictions
The rights granted to you in the Terms are subject to the following restrictions:
Any future release, update or other addition to the Platform shall be subject to the Terms. Clay, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Platform shall automatically terminate the licenses granted to you by Clay pursuant to the Terms.
Links to Third Party Websites
The Platform may contain hyperlinks to other sites owned and operated by entities other than Clay. Clay is not responsible for the content or accuracy of third-party hyperlinks and does not endorse these sites unless specifically stated. You acknowledge and agree that Clay is not responsible for and is not liable for the content, products, content, advertisements, services or software accessible through these third-party websites or any action you may take as result of linking to such website. Clay is not responsible for maintaining hyperlinks to third-party websites and Clay may remove any hyperlink at any time. Clay will not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. Clay is also not responsible for the privacy practices of any other websites.
Termination
You’re free to stop using the Platform at any time. We reserve the right to suspend or terminate your access to the Platform with notice to you if:
(a) you’re in breach of these Terms,
(b) your use of the Platform would cause a real risk of harm or loss to us or other users, or
(c) you haven’t accessed the Platform for 12 consecutive months.
We will provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you. If after such notice you fail to take the steps we ask of you, we will terminate or suspend your access to the Platform.
We won’t provide notice before termination where:
(a) you’re in material breach of these Terms,
(b) doing so would cause us legal liability or compromise our ability to provide the Platform to our other users, or
(c) we’re prohibited from doing so by law.
Discontinuation of Services
We may decide to discontinue the Platform in response to unforeseen circumstances beyond our control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export your data from our systems. If we discontinue the Platform in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven’t received access to the Platform for.
Consent to Electronic Communications
You agree that Clay may send legal disclosures; these Terms; Privacy Policy; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Services to you by email or by posting them on our Platform. You agree that Clay may contact you via email, phone, text, or mail regarding prospective Services. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and Clay.
You may opt-out of a limited number of communications through your account settings or clicking the unsubscribe link in our email communications or texting “STOP” to our text messages. You may not opt-out of certain communications that will be sent to you electronically regarding the Services such as communications regarding updates to these Terms. Certain Services may not be available to you if you withdraw your consent.
Services and Platform “AS IS”
There are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES OR THE PLATFORM. THE SERVICES AND THE PLATFORM ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR US OR OUR AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN’T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.
WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, US, OUR AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:
THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT WE OR ANY OF OUR AFFILIATES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU USE THE SERVICES OR THE PLATFORM FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, WE, OUR AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. WE AND OUR AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR THE PLATFORM.
CLAY DOES NOT PRACTICE MEDICINE AND DOES NOT PROVIDE THERAPY. OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO $100.
Governing Law; Arbitration
These Terms are governed by the laws of the United States (including federal arbitration law) and the State of New York, without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY A JURY.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as amended by these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. The venue for all disputes arising under these Terms shall be in San Diego, California. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity
(including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will not
include any statement setting forth the reasons for the disposition of any claim. ֿ
By agreeing to these Terms, you waive any right to pursue any claims on a class or consolidated basis or in a representative capacity. In addition, any claim or cause of action arising out of or related to the Platform or Services brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be barred.
Entire Agreement
These Terms constitute the entire agreement between you and us with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
Waiver, Severability & Assignment
Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Platform.
Modifications
We may revise these Terms at any time including, but not limited to reflect:
(a) changes to the law,
(b) new regulatory requirements, or
(c) improvements or enhancements made to the Platform.
If an update affects your use of the Platform or your legal rights as a user of the Platform, Clay will notify you prior to the update’s effective date by sending an email to the email address associated with your account or through the Platform. These updated terms will be effective no less than 30 days from when we notify you.
Clay is not responsible if you do not receive an email notification that has been sent by Clay due to errors including, but not limited to: (i) your failure not to provide an updated email address to Clay; (ii) a SPAM filter catching the notice email; or (iii) any other reason that prevents the notice from reaching you. Clay encourages you to continually check the Clay website for updated terms.
If you do not agree to the updates we make, please cancel your account before they become effective. By continuing to use or access the Platform after the updates come into effect, You agree to be bound by the revised Terms.
Independent Contractor
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Clay as a result of the Terms or use of the Platform.
Headings The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and shall not be deemed to limit or affect any of the provisions hereof.
Even after termination, these Terms will remain in effect such that all terms that by their nature may survive termination will be deemed to survive such termination. In order to protect the integrity of the Services, we may, at any time in our sole discretion, block users from certain IP addresses from accessing the Services. If you have any questions about these Terms, please contact us via email at [email protected]
Informed Consent for Clay’s Parent Support Group
What to Expect
If you decide to participate in this support group, you will take part in a group discussion with other participants. The group discussions will take place remotely via video and you will be able to chat with other group members through a chat feature. At times, you may receive e-mail, text, and chat communications from Clay and/or your support group facilitator.
Your support group facilitator will lead the discussions. This is not a psychotherapy group and is not a substitute for psychiatric care or psychotherapy or medical treatment. The facilitator is not licensed to practice medicine or therapy and is not acting as your doctor, therapist, or clinician. The facilitator is there to facilitate discussions between group members, answer questions, and provide tools and resources to group member. No patient-clinician relationship will be created by participating in the support group between you and your group facilitator(s). Clay is not responsible for the content of the support group’s discussion including, but not limited to advice, guidance, and recommendations.
Getting Set Up
Virtual group schedule and links will be sent to you via email and/or text to the contact information provided by you. The support group facilitator will be conducting video support groups from a private location where the facilitator is the only person in the room. We suggest that participants find a private location where they can speak openly without being overheard or interrupted by others to protect their confidentiality. If you choose to be in a place where there are non-group participants or other people who can hear you, Clay cannot be responsible for protecting your confidentiality. To protect the participant’s confidentiality, we request that group participants wear a headset and/or shut the door of the space where the participant is located.
Confidentiality
We encourage everyone to keep everything shared during the session confidential. However, the nature of support groups means that we cannot guarantee strict confidentiality. You agree that what you share in the support group will be seen and/or heard by the other members. Please respect the privacy of the other participants, and do not repeat what is said in this support group to persons not involved in the group. All group members will be asked to agree to a high level of confidentiality. This means that each participant agrees not to share any other group member’s personal or identifying information with others and does not share other group member’s stories outside of group.
Recording of Sessions Not Permitted
Please note that audio and/or video recordings, screenshots, taking pictures, etc., of any participant, and any portion of the group activities during any session, is not permitted and are grounds for termination of your ability to participate in support group.
Technology Limitations
It is important to note that there are limitations that can affect the quality of the session(s). These limitations include but are not limited to the following:
Risks and Discomforts
We encourage everyone to be open and participate in the support group discussions. There can be some discomfort involved in participating in the support group. However, if you are uncomfortable answering a particular question, or participating in the discussion, you are free to withdraw from the support group at any time. If you are a danger to yourself or others, we may assist you in finding appropriate resources and contacting the appropriate organization to assist you. If you are in a crisis, you agree to call 911, go to your local emergency room immediately or contact the National Suicide Hotline at 800-784-2433.
Freedom to Withdraw Participation
Participation in this support group is voluntary. You are free to withdraw consent and end your participation in this support group at any time.