CHIME Therapy’s Terms and Conditions

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 therapy may be provided (collectively the "Platform"). This website is owned and operated by CHIME Therapy LLC (henceforth, “CHIME Therapy”) with an address of CHIME Therapy LLC, Five Greentree Centre, 525 Route 73 North, STE 104, Marlton, NJ 08053 (support@heychime.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 www.heychime.com and its related apps.

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").

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A CLASS ACTION WAIVER AS DETAILED IN SECTION 6.

2. The Therapists and Therapist Services

The Platform may be used to connect you with a board-certified music therapist (“Therapist”) who will provide services to you through the Platform ("Therapist Services").

For U.S. based Therapists

We require every Therapist providing Therapist Services on the Platform to be a board-certified, trained, and experienced music therapist with an MT-BC title or similar applicable recognized professional certification based on their state and/or jurisdiction. Therapists must have a relevant academic degree in their field and certified by their respective professional board (CBMT) after successfully completing the necessary education, exams, training and practice requirements as applicable.

For Canadian based Therapists

We require every Therapist providing Therapist Services on the Platform to be a registered, trained, and experienced music therapist. Therapists music have a relevant academic degree in their field, be in good standing with the CAMT, and must be accredited with an MTA title after successfully completing the necessary education, exams, training and practice requirements as applicable.

For U.K. based Therapists

We require every Therapist providing Therapist Services on the Platform to be a registered, trained, and experienced music therapist. Therapists music have a relevant academic degree in their field and must be registered with the HCPC after successfully completing the necessary education, exams, training and practice requirements as applicable.

For the avoidance of doubt, Therapists are referred to on this site and related apps/sites by their title and U.S., Canadian, or U.K. credentials, whichever is applicable.

For all Therapists

The Therapists are independent providers. The Therapists are independent contractors who are neither our employees nor agents nor representatives. The Platform's role is limited to enabling the Therapist Services. The Therapists themselves are responsible for the performance of the Therapist Services. If you feel the Therapist Services provided by the Therapist do not fit your needs or expectations, you may change to a different Therapist who provides services through the Platform. While we have multiple Therapists, you should note that because of credentialing and licensure requirements that differ from jurisdiction to jurisdiction, not all Therapists available on our database will be available for you to match with, or at any particular time, or for any set period of time. If a Therapist 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 Therapist is no longer on the Platform and that you have the opportunity to match with a new Therapist.

While we hope the Therapist 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 a substitute for certain mental health needs that might require in-person therapy services, such as active withdrawal from certain substances.

You are always advised to exercise a high level of care and caution when making any clinical, mental health, or medical decision. You should never disregard, avoid, or delay obtaining medical advice from your primary doctor or other qualified healthcare provider, or using or combining CHIME Therapy with traditional face-to-face appointments, solely because of information you saw on the Website or App or advice you received through the Therapist. CHIME Therapy supports a holistic approach to mental health and the choices you have, to create the best therapeutic journey that matches your individual needs. If you feel that the Therapist does not meet your expectations, you may change to a different Therapist at any time.

Other than the guidance and advice you receive directly to you from your Therapist, the graphics, educational and research sources and other incidental information on the Website or the Content, should not be considered medical advice. You should always talk to an appropriately qualified health care professional for diagnosis and treatment, including information regarding which medications or treatment may be appropriate for you. None of the Content represents or warrants that any particular medication or treatment is safe, appropriate, or effective for you. CHIME Therapy does not endorse any specific tests, medications, products, or procedures.

Music Telehealt reserves the right to limit the scope of clinical practice provided.

Do not use this website if you are in crisis. If you, your child, or someone you know is in crisis, call 911, go to the nearest emergency room, or reach out to the following national services. You are never alone. Call 988 or 1-800-273-TALK (8255) to reach a 24-hour crisis line. Text 741741 to reach a Crisis Text Line.

Do not use this service for emergency medical needs. If you experience a medical emergency, immediately call 911 (in the US) or 999 (in the UK), or other national emergency phone numbers depending on your location.

If you are thinking about suicide or if you are considering taking actions that may cause harm to you or to others or if you feel that you or any other person may be in any danger or if you have any medical emergency, you must immediately call the relevant emergency service number, notify the relevant authorities, and seek immediate in person assistance. The CHIME Therapy website displays several resources here www.heychime.com.

THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND THE THERAPISTS 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 THERAPY 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.

3. 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 www.heychime.com (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.

4. 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.

5. Disclaimer of Warranty and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 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 THERAPIST SERVICES OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY THERAPIST AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.

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 limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

This section (limitation of liability) shall survive the termination or expiration of this Agreement.

6. Arbitration

THIS SECTION 6 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE "ARBITRATION AGREEMENT."

1. By accepting the terms of this Arbitration Agreement, you and the Company (collectively, "Parties") agree that any dispute, claim, or controversy (except those specifically exempted below) arising out of or relating to (i) this Agreement and prior versions of this Agreement, or concerning the existence, applicability, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; and (ii) the use of the Platform or Therapist Services (collectively, "Disputes") will be resolved on an individual basis by final and binding arbitration, regardless of its date of accrual. Except as it otherwise provides, this Arbitration Agreement is intended to apply to the resolution of Disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. By accepting the terms of this Arbitration Agreement, you and the Company mutually agree to waive their respective rights to trial by jury.
   The Parties acknowledge that the Agreement involves interstate commerce and agree that all issues relating to arbitration or enforceability of this Arbitration Agreement will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). The arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules ("AAA Consumer Rules"), which are available via the internet at www.adr.org or by using a service such as Google to search for "AAA Consumer Arbitration Rules"; provided however, that if there is a conflict between the AAA Consumer Rules and this Arbitration Agreement, this Arbitration Agreement shall govern. The following terms and procedures shall apply:

   1. The arbitration shall be heard by one arbitrator selected in accordance with the AAA Consumer Rules. The arbitrator shall be a member of the bar of the state in which the arbitration will be conducted or a retired judge from any jurisdiction and, in either case, shall have experience in the law underlying the dispute.

   2. Other than issues related to the Class Action Waiver (as defined below), the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, any part of it, or of the Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement or Agreement is void or voidable.

   3. If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in Wilmington, Delaware.

   4. Each party will pay the fees for its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. In all cases where required by law, the Company will pay the arbitrator's and arbitration fees. If under applicable law the Company is not required to pay all of the arbitrator's and/or arbitration fees, such fee(s) will be apportioned between the Parties in accordance with said applicable law. Any disputes regarding whether the Company is required to pay the arbitrator’s and arbitration fees and/or how those fees are to be apportioned between the Parties will be resolved by the arbitrator.

   5. The arbitrator shall issue orders (including subpoenas to third parties for pre-hearing discovery) allowing the parties to conduct discovery sufficient to allow each party to prepare its claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

   6. Except as provided in the Class Action Waiver (as defined below), the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.

   7. Either party shall be permitted to file a motion to dismiss and/or motion for summary judgment and the arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.

   8. The arbitrator's decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator's decision or award in any court of competent jurisdiction.

   9. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this Arbitration Agreement. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.

2. If for any reason the AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
   Nothing in this Arbitration Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement. This Arbitration Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Agreement. Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.

3. Class, Collective, and Other Representative Action Waivers ("Class Action Waiver"). You and the Company mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute, claim, or controversy brought, heard or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. You also waive your right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Consumer Rules, as defined above and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (i) the dispute is filed as a class, collective, or other representative action; and (ii) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

4. Mass Arbitration. To the extent permitted by applicable law, to increase efficiency of resolution, in the event 25 or more arbitration demands of a similar nature are filed against the Company, presented by or with the assistance or involvement of the same law firm or organization, the Parties agree that this will constitute a "Mass Arbitration" and the following terms and procedures shall apply:

   1. The Parties shall cooperate to group the arbitration demands into randomized batches of no more than 100 demands per batch. To the extent there are fewer than 100 arbitration demands left over after the batching previously described, a final batch shall consist of the remaining demands.

   2. Claimants’ counsel shall organize and present the batched demands to the arbitration provider in a format as directed by the arbitration provider.

   3. The arbitration provider shall treat each batch of demands as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents, and administrative and filing fees per batch.

   4. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch of demands.

5. The Parties agree that arbitration demands are of a "similar nature" if they arise out of or relate to a similar factual scenario and raise the same or similar legal issues and seek the same or similar relief. You agree to cooperate in good faith with the Company and the arbitration provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. Notwithstanding any provision in the Agreement to the contrary, batch arbitrations shall take place in Wilmington, Delaware.

6. Exceptions to Arbitration. Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual basis; (ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Platform; and/or (iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Also, this Arbitration Agreement does not apply to disputes that may not be subject to arbitration as expressly provided by a controlling federal or state statute. Disputes between the parties that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (H.R. 4445), or as provided by an Act of Congress are excluded from the coverage of this Arbitration Agreement.

7. Optional Pre-Arbitration Dispute Resolution and Notification. Before initiating arbitration, you and the Company may first attempt to resolve any Disputes informally for 30 days, unless this time period is mutually extended by the Parties. The informal negotiations begin upon receipt of written notice from one party to the other ("Notice of Dispute"). The Notice of Dispute must: (i) include the full name and contact information of the complaining party; (ii) describe the nature and basis of the dispute, claim, or controversy; and (iii) set forth the specific relief sought. The Company will send its Notice of Dispute to your billing or email address. You will send your Notice of Dispute to: CHIME Therapy LLC, Five Greentree Centre, 525 Route 73 North, STE 104, Marlton, NJ 08053 . All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the Parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible as a result of its use in the negotiation.

8. Application to Third Parties. This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and assigns, where their underlying claim(s) arise out of or relate to your use of the Platform or Therapist Services. To the extent that any third-party beneficiary to this Agreement brings claims against the Parties, those claims shall also be subject to this Arbitration Agreement.

9. Right to Opt Out of Arbitration. You may opt out from this Arbitration Agreement within 30 days after you first access or use the Platform by sending written notice of your decision to opt-out to support@heychime.com, using the subject line "Arbitration Opt-Out." Please state that you are opting out of this Arbitration Agreement and Class Action Waiver and provide your name and address. If you opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, neither you nor CHIME Therapy will be required to arbitrate disputes and may instead litigate those disputes without regard to this Arbitration Agreement and Class Action Waiver. CHIME Therapy members who accessed the Platform before April 6, 2023 will have the option to opt out of the Arbitration Agreement and Class Action Waiver within 30 days of April 6, 2023. Should you not opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, you and CHIME Therapy shall be bound by the terms of this Arbitration Agreement and Class Action Waiver. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and Class Action Waiver.

10. Survival. This Arbitration Agreement survives after the termination or expiration of the Parties' relationship.

7. Payments

We offer different payment options that you can choose.

You agree to pay all fees and charges associated with your Account on a timely basis in accordance with the fee schedule, and the terms and rates published by CHIME Therapy from time to time. Such fees and charges may be charged to the payment method you provided during the initial setup of your Account. You agree to maintain valid payment information in your Account. By providing CHIME Therapy with payment information, you authorize CHIME Therapy to bill and charge your credit card or other payment method.

If you access the Therapist Services through an EAP or an employer sponsored benefit plan or other insurance backed plan, your payment will be arranged by a third party “Payor” which is a third party that administers or insures the benefit program you are a member of through your employer. Your co-payments, coinsurance, or deductible may be charged automatically at the beginning of the session period or after the claim is processed by your insurer.

You can cancel services at any time for any reason.

We reserve the right to change our payment options or adjust prices of our services. Any changes to your services will only take effect following proper notice to you.

Free Trials: Occasionally, we offer free trials for our Therapist Services. Once a free trial expires, the paid membership will commence following a notice to you.

Except as prohibited under applicable law, CHIME Therapy may at its sole discretion provide a full, partial, or pro-rated refund for services rendered.

8. Your Account, Representations, Conduct and Commitments

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

Minor Consent: Where consent from a parent or guardian is required to receive Therapist Services, you hereby confirm that as the consenting parent or guardian, you have the sole right to consent to Therapist Services for the minor seeking therapy and are not legally mandated to confer with or get consent from any other legal guardian before consenting. You also give affirmative consent to the provisions set forth in the accompanying Privacy Policy regarding the collection, process, and use of personal information on behalf of the minor. You also agree that consent to Therapist Services remains valid until membership is canceled.

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, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using 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 your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

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 Therapist Services, are for your own personal use only and that you are not using the Platform or the Therapist 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 Therapists and us.

If you receive any file from us or from a Therapist, 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 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; (d) non-payment for any of the services (including Therapist 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. This clause shall survive expiration or termination of this Agreement.

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.

9. 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.

CHIME Therapy has the right (but not the obligation) to refuse to provide access to the Service to any person, agency, or organization for any illegal or improper use of the service, nonpayment or other material misuse of the services. CHIME Therapy reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently, without prior notice.

10. Export Controls and Sanctions

CHIME Therapy products may be subject to US export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the US Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any US government list of prohibited or restricted parties.

You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from CHIME Therapy under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.

11. Emergency Contact Information

You agree to provide “Emergency Contact Information” (name and telephone number) for your personal contact and/or a close family member/relation to your Therapist to be used in case of a mental health crisis or other emergency where knowledge of your location is crucial and you agree to obtain their consent before providing their Contact Information to your Therapist.

You acknowledge that your ability to access and use the Service is conditioned upon the truthfulness of the information you provide regarding your age, residence, and Emergency Contact Information and that the Therapists you access are relying upon this certification in order to interact with you and provide the Therapist Services.

By subscribing to our Therapist Services you agree to this Agreement and you acknowledge that we handle the information you provide us in accordance with our privacy policy (www.heychime.com).

12 .Account Eligibility and Enrollment

To access the Therapist Services, you must first enroll to establish an individual user account (“Account”), by providing certain information as set out in the privacy policy (www.heychime.com). You agree that you will not create more than one Account or create an Account for anyone other than yourself without first receiving permission from the other person. In exchange for your use of the Therapist Services and, if applicable, in order for Therapists to send messages to you, you agree to:

1. Provide true, accurate, current, and complete information about yourself as prompted by our Account enrollment form (understanding that during therapy sessions you may use a nickname); and

2. To maintain, and promptly update such Account information, each time you log on, as far as possible to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or CHIME Therapy has reasonable grounds to suspect that such Account information is untrue, inaccurate, not current, or incomplete, CHIME Therapy reserves the right to transition your treatment to another Provider outside of CHIME Therapy or take other steps as appropriate.

3. Certify that you are (i) over the age of eighteen (18) (for UK/ EU users), or have the legal ability to consent to the Services or have your Parent/Guardian consent to the Services (for US users only), and (ii) physically located or are a resident of the State or Country you have chosen as your current residency when creating your Account.

4. Remain responsible for maintaining the confidentiality of your Account password and username (if any), and any other security information related to your Account at all times. CHIME Therapy will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.

13. Further Terms For Acceptable Use

You agree not to access or use the Therapist Services in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes these Terms. You shall not post, use, store or transmit any of the following:

1. a message or information under a false name;

2. information that is unlawful, libelous, defamatory, abusive, vulgar, obscene, racist, fraudulent, predatory of minors, harassing, threatening or hateful to any person;

3. unsolicited email and/or advertisement or promotion of goods and services;

4. any content that may cause damage to a third party;

5. any content which may constitute, cause, or encourage a criminal action or violate any applicable law; and

6. information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others.

You shall not attempt to disrupt the operation of the Therapist Services by any method, including through use of viruses, Trojan horses, worms, time bombs, keystroke logger, spyware, adware, denial of service attacks, flooding, or spamming. You shall not use the Service in any manner that could damage, disable, or impair the Therapist Services. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper, malicious code, or other means to access the Service for any purpose. Neither CHIME Therapy nor its affiliates are under any obligation to respond to messages posted on the Service. You are solely responsible for the information or material you post on the Service.

If you download the App, you agree that from time to time, the software may require that you download upgrades, updates, and additional features we publish in order to improve, enhance, and further develop the software, Service, or App.

14. Intellectual Property

All Content available on or through the Service is the property of CHIME Therapy or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. You agree not to reproduce, modify, retransmit, distribute, disseminate, sell, exploit, publish, broadcast, or circulate the content received through the Service to any third party. All software and accompanying documentation made available for download from the Service is the copyrighted work of CHIME Therapy or its licensors. Any copy made of information obtained through the Service must include all applicable copyright notices.

Subject to the Terms of this Agreement, CHIME Therapy hereby grants you a limited, revocable, non-transferable, and non-exclusive license to use the software, network facilities, content, and documentation on and in the Service to the extent, and only to the extent, necessary to access and use the Service.

The license granted herein does not permit you to, and you agree not to:

1. modify, translate, reverse engineer, disassemble, decompile, or create derivative works of the Service or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile, or create derivative works of the Service; or

2. transfer, distribute, sell, lease, rent, disclose or provide access to the Service to any third party or use the Service to provide service bureau, time sharing or other services to third parties.

15. Limitations of Liability

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY OF ITS CONTENT OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, APP OR SERVICES OR OTHERWISE ARISING OUT OF, OR IN RELATION TO, THESE TERMS, YOU AGREE THAT CHIME Therapy’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL AND ANY DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER CONTRACTUAL, TORTIOUS OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT OF PAYMENT MADE BY YOU TO CHIME Therapy IN THE PAST 12 MONTHS, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

UNDER NO CIRCUMSTANCES SHALL CHIME Therapy, ANY CHIME Therapy LICENSOR OR SUPPLIER, OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE IN ANY WAY FOR YOUR USE OF THE SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

16. Hyperlinks

Any link (including a hyperlink, button, or referral device of any kind) used in the Service is provided for your use and convenience. The appearance of a link does not constitute an endorsement, recommendation, or certification by CHIME Therapy, nor should the presence of a link in any way be construed as a suggestion that any third-party website has any relationship to CHIME Therapy. CHIME Therapy does not endorse the content on any third-party websites. CHIME Therapy is not responsible for the content of linked third-party websites or third-party advertisements and does not make any representations regarding its content or accuracy. CHIME Therapy does not knowingly link to websites that may infringe on valid and existing trademarks, service marks, copyrights, or patents. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites.

17. 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 support@heychime.com.

The American Music Therapy Association (AMTA) receives and responds to complaints regarding services provided within the scope of practice of music therapy. You may contact AMTA at www. musictherapy.org or by calling +1 301-589-3300.

18. Important Notes about our Agreement

This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.

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.

You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be the US state courts located Burlington County Court located in New Jersey. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts. Nothing in this Agreement, including the choice of the laws of the State of Delaware, 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.

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.

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 arbitration, limitations of liabilities, and indemnification shall survive the termination or expiration of this Agreement.

CHIME Therapy’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. Notices required to be given to you by CHIME Therapy may be delivered by electronic mail to the address provided during the creation of your Account. These Terms constitute the entire agreement between CHIME Therapy and yourself regarding the Service and supersede and replace any prior agreements you and CHIME Therapy might have regarding the Service. CHIME Therapy may revise these Terms from time to time without notice to you, except for material changes. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. We encourage you to read the Terms periodically.

These Terms and Conditions were last updated on January 26, 2024 and are deemed effective as amended as of this date. CHIME Therapy’s terms and conditions may be created, eliminated, changed or amended from time to time, and at any time, at the sole discretion of CHIME Therapy.