Terms of Use

Last Updated: October 27, 2025

Welcome to the website www.vitalpsychtherapeutics.com (together with our client portal, telehealth/ telepsychology platform, and all other digital services, the “Platform”) operated by Vital Psychological Therapeutics, P.C., provider of telepsychology services (“Provider”, “we,” “our,” or “us”). These Terms of Use (“Terms” or “Agreement”) govern your access to and use of the Platform, including any electronic forms and electronic communications.

By using this Platform, you agree to comply with and be legally bound by these Terms and our Privacy Policy, which together form a binding legal agreement. If you do not agree to be bound by these Terms, please promptly exit this Platform. Please consult our Privacy Policy for a description of our privacy practices and policies, including how we collect and handle your personal health information and financial information.

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY INCLUDING A CRISIS, SUICIDAL THOUGHTS, OR A PSYCHIATRIC EMERGENCY, YOU SHOULD DIAL “911” or “988” IMMEDIATELY OR GO TO THE NEAREST EMERGENCY ROOM.

1. Acceptance of These Terms

We may make changes to these Terms from time to time, in our sole discretion, and notify you of such changes by any reasonable means, including by posting the revised version of these Terms on the Platform. It is your responsibility to review the Terms and remain informed about any changes adopted. Please refer to the “Last Updated” legend above. Use of the Platform after changes are made to these Terms constitutes your express consent to those changes. This version of the Terms supersedes all earlier versions and comprises the entire agreement between you and us regarding the Platform. We may, at any time, modify or discontinue all or part of the Platform; refuse to provide any patient with access to the Platform; remove from the Platform any material that violates these Terms or is otherwise objectionable in our sole discretion; or offer opportunities to some or all Platform users. If you do not agree to any provision of these Terms, you should not use the Platform. We reserve the right to terminate access or refuse Services if these Terms are violated.

2. Scope of Services and Provider’s Licensure

Through the Platform, patients are provided with non-public remote access to the telepsychology services offered by licensed doctoral-level clinical psychologists (PhD or PsyD) holding interjurisdictional credentials under the Psychology Interjurisdictional Compact (PSYPACT) to provide telepsychology services (“Services”) to patients who are physically present in other PSYPACT member states or states where the involved clinical psychologists are licensed. PSYPACT participation enables authorized psychologists to deliver services across state lines in participating jurisdictions without obtaining additional licenses. You may access the following Services through the Platform, without limitation:

Individual psychotherapy;
Group therapy;
Support group;
Psychological assessment and evaluation;
Consultation and psychoeducation;
Physical Exercise.

You acknowledge and agree that the Services may only be provided while you are physically located in a PSYPACT-participating state or a state in which the clinical psychologist involved is licensed. Services are not available to individuals outside of authorized jurisdictions.

3. Eligibility and Appropriate Use

Services are available only to individuals physically present in PSYPACT-participating states or states where the involved clinical psychologists are licensed during each session. We reserve the right to verify your location before and during each session. To access our Services, you must:

Be at least 18 years of age;
Be physically present in a PSYPACT state or another state where the involved clinical psychologist is licensed at the time of each session;
Experience psychotic or psychotic-like symptoms (or have experienced them in the past);
Currently be treated by a psychiatrist or prescriber in your locality and agree to provide consent for us to communicate with them;
Have completed intake documentation and signed the patient’s Informed Consent.

By using the Platform, you agree not to:

Misrepresent your identity, age, location, or eligibility;
Use the Platform for any illegal, harmful, or exploitative purposes;
Interfere with the integrity or functionality of the Platform;
Attempt to access the Services if not legally authorized to receive them.

Violation of these terms may result in suspension or termination of your access to the Services, in our sole discretion.

4. No Emergency or Crisis Services

Our Services are not intended for individuals in crisis or requiring emergency care. We do not provide emergency psychiatric or medical services. If you are experiencing a crisis, suicidal thoughts, or a psychiatric emergency, call 911 or 988, or go to the nearest emergency room. By using the Platform, you consent that we may contact your emergency contact, treating psychiatrist or prescriber, local authorities, or crisis services, consistent with applicable ethical and legal obligations if we determine that you are at imminent risk of harm to yourself, or risk to others.

5. Telepsychology Disclosures and Client Responsibilities

You understand that the Services are delivered via a dedicated individual secure patient portal compliant with HIPAA (as hereinafter defined) using secure telepsychology software which meets applicable federal and state requirements for privacy and confidentiality. By accessing the Platform and the Services, you agree to:

Be in a private, quiet, and secure environment for each session;
Ensure you have a reliable internet connection and device with video/audio capabilities;
Confirm your identity at the start of each session;
Not record, screenshot, distribute or share any content from the Platform or sessions without Provider’s prior written permission;
Disclose to Provider all current medications, treatments, or other mental health providers, psychiatrists or prescribers you are working with;
Communicate to Provider any changes to your health or safety that may affect treatment.

You acknowledge that your use of the Platform or the Services may be disrupted by technical failures beyond Provider’s reasonable control, such as connection loss, audio/video issues etc., and that in such cases reasonable efforts will be made by Provider to reconnect or reschedule session, as appropriate. To access the Services, you are required to:

Provide your physical location at the start of each session;
Designate an emergency contact and treating psychiatrist or prescriber, and provide their accurate contact information;
Identify local crisis resources (e.g., hospital, mobile crisis team) as part of your intake.

By participating in telepsychology, you acknowledge that you have received sufficient information regarding the benefits and limitations of telehealth Services and voluntarily consent to receive care in this format. It is your responsibility to ensure a private and distraction-free environment and appropriate technology for effective sessions. You acknowledge that failure to meet these requirements may impair therapeutic outcomes.

6. Privacy, Security, and Confidentiality

Provider is committed to protecting your privacy and personal health information (PHI) in accordance with the Health Insurance Portability and Accountability Act (“HIPAA”), Health Information Technology for Economic and Clinical Health Act (“HITECH”), and applicable state laws. All your communications with the Platform, including any personal data and session content, shall be kept confidential by Provider, as required by HIPAA, HITECH and applicable state laws, except where disclosure may be required by law (e.g., in case of threats of harm to yourself or others, child or elder abuse, court orders or other legal obligations of Provider). Sessions will not be recorded without your explicit consent. Records are maintained for at least 7 years (unless law requires otherwise).

Please review our Privacy Policy and Notice of Privacy Practices for full details. Key points include:

Electronic communications and records are encrypted and stored securely. We utilize SimplePractice, a third-party HIPAA-compliant practice management platform, for scheduling, communications, payment processing, video sessions, intake forms, and records storage. While SimplePractice is contractually bound via a Business Associate Agreement (“BAA”) and is contractually obligated to protect your PHI, we cannot guarantee its performance and disclaim liability for its acts or omissions except as required by law;
Subject to your consent, SimplePractice is also utilized for AI-powered session recording and transcription. These recordings and transcripts are used solely for clinical documentation, treatment planning, supervision, and quality-assurance purposes, stored only as long as necessary for clinical and administrative purposes, then deleted according to HIPAA retention and security standards. You will be informed before any session recording occurs and may decline recording of your session;
We do not share your personal data with third parties except as required or permitted by law;
In the event of a suspected breach or data incident, we will notify you as required by applicable law and cooperate with relevant authorities to investigate and mitigate harm;
You have the right to access or request amendments to your personal data in writing, and to decline utilizing optional software features such as AI-powered session recording and transcription.

While all reasonable safeguards will be used by Provider to protect your personal information, you acknowledge that no technology is completely secure, and you agree to and accept the inherent risks of telecommunication including email and text communications. Provider shall not be liable for breaches that may occur despite reasonable and appropriate safeguards, unless resulting from Provider’s gross negligence or willful misconduct.

While we carefully select and rely on vendors that comply with federal privacy and security standards, WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM ANY TEMPORARY OR PERMANENT DISRUPTIONS IN SERVICE, DELAYS, UNAUTHORIZED ACCESS, DATA BREACH, LOST DATA, SOFTWARE MALFUNCTIONS, DATA CORRUPTION, DOWNTIME, INTERNET CONNECTIVITY ISSUES, OR OTHER ERRORS OR LOSSES) ARIZING OUT OF THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDER, OR RELATING IN ANY WAY TO ANY THIRD PARTY SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, RELATED THIRD-PARTY SERVICES, AND/OR THIRD-PARTY SOFTWARE IS TO STOP USING THE PLATFORM AND/OR THE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF PROVIDER TO YOU WITH RESPECT TO YOUR USE OF OUR PLATFORM AND/OR THE SERVICES IS ONE HUNDRED DOLLARS ($100), UNLESS OTHERWISE MANDATED BY APPLICABLE LAW.

7. Third-Party Health Services and Non-Clinical Offerings

In addition to the Services, Provider may offer or refer patients to complementary wellness services—such as specialty yoga, consulting, or educational workshops facilitated by independent third-party service providers (“Third-Party Services”). These providers operate independently and are not employees or agents of Provider. While we may recommend you or coordinate such services, we do not supervise, endorse, make any representations, or assume any responsibility whatsoever with regard to the professional qualifications, performance, or conduct of any third-party providers.

Your participation in any Third-Party Services is entirely voluntary, and you agree to release, indemnify, and hold harmless Provider from any and all claims, losses, liabilities, or damages arising out of or in connection with your participation in Third-Party Services including non-clinical wellness services.

WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE THIRD-PARTY SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING. WE DO NOT SUPPLY OR IN ANY WAY CONTROL ANY THIRD-PARTY SERVICES. THEREFORE, WE ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUCH THIRD-PARTY SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, LICENSORS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, CONTRACTORS, AGENTS OR BUSINESS ASSOCIATES (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION EDUCATIONAL OR WELLNESS SERVICES, ANY ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDER, OR THE ACTIONS YOU MAY TAKE BASED ON THE RECOMMENDATIONS OF ANY THIRD-PARTY PROVIDER REFERRED TO BY US, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE; AND WE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE THIRD-PARTY SERVICES.

8. Proprietary Rights

The Platform’s copyrights, trademarks, service marks, and other Platform’s logos, and Services description are copyrights and trademarks of Provider (“Proprietary Rights”). Except as otherwise permitted by law, you agree not to display or use in any other manner the Proprietary Rights without Provider’s prior written consent. All trademarks and service marks in the Platform not owned by us are the property of their respective owners. You acknowledge and agree that content contained or information presented to you through the Platform is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not use Platform’s Proprietary Rights in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. You agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Platform or any information or materials made available through the Platform.

Please note that unauthorized use of the Platform may subject you to civil and criminal penalties (that include, but are not limited to, monetary damages), including, without limitation, for copyright infringement.

9. Rules of Conduct

We expect users of the Platform to respect the rights and dignity of others. Your use of the Platform and of the Services provided in group format is conditioned on your compliance with the rules of conduct set forth in this Section. Failure to comply may result in termination of your access to the Platform and/or the Services pursuant to Section 16 below. You hereby agree that:

You may:

Use the Platform for personal, non-commercial purposes only;
Download Platform’s content for your personal reference as a patient.

You may not:

Use or attempt to use the Platform for any fraudulent or unlawful purpose;
Use or attempt to use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or collect personally identifiable information about other Platform users, other group therapy participants, Third-Party Services providers, and/or Provider;
Interfere or attempt to interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available; violate or attempt to violate the security of the Platform, including, without limitation, (a) accessing data not intended for patient’s access or logging onto a server or an account which patient is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms or in violation of applicable law;
Transmit or otherwise make available in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, cancelbots, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Platform;
Infringe, remove or modify any third party's copyright, patent, trademark, trade secret or other proprietary rights in connection with the Platform;
Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Platform;
Frame or mirror any part of the Platform without our express prior written consent;
Collect and store Platform content, except for personal use as appropriate;
Encourage others to violate these Terms;
Collect, store or disclose Protected Health Information, personal information or other confidential information of any user of the Platform or the Services (including any Services provided in group format) without the permission in writing of that user;
Violate the rules for participating in group Services and the rules of conduct in the group, including respecting the rights and confidentiality of other group members.

10. Disclaimers

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE PLATFORM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. THE PLATFORM AND ALL SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS, AND CONDITIONS WITH RESPECT TO THE PLATFORM AND ALL SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE PLATFORM (OR ANY PART THEREOF) WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH THE PLATFORM, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE PLATFORM AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE PLATFORM. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE PLATFORM, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE PLATFORM. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PLATFORM. WE DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PLATFORM. WE DISCLAIM ANY WARRANTIES FOR SERVICES RECEIVED THROUGH OR ADVERTISED IN THE PLATFORM OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE PLATFORM. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS PLATFORM, PLATFORM-RELATED SERVICES, AND OUTSIDE SITES/SERVICES. WE DO NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

The content available on this Platform is for general informational purposes only and is not a substitute for professional psychological diagnosis, advice, or treatment. No patient-provider relationship is formed with any of the licensed psychologists through the use of this Platform unless expressly established via formal intake procedures.

You understand and agree that the Platform is not a substitute for medical diagnosis, emergency psychiatric care, or in-person treatment where clinically indicated.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND ANY THIRD PARTIES MENTIONED ON THE PLATFORM, AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, LICENSORS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, CONTRACTORS, AGENTS OR BUSINESS ASSOCIATES INCLUDING LICENSED PSYCHOLOGISTS AVAILABLE THOUGH THE PLATFORM, SHALL NOT BE HELD RESPONSIBLE OR LIABLE TO PATIENTS OR ANY THIRD-PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE PLATFORM, THE SERVICES, AND/OR ANY LINKED WEBSITE, INCLUDING WITHOUT LIMITATION USE OR MISUSE OF THE PLATFORM, SERVICE INTERRUPTIONS OR TECHNICAL FAILURES, ANAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, RELATED SERVICES AND/OR LINKED WEBSITES IS TO STOP USING THE PLATFORM AND/OR THE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM CUMULATIVE LIABILITY OF PROVIDER AND ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, OR USE OF THE PLATFORM OR THE SERVICES, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100), UNLESS OTHERWISE MANDATED BY APPLICABLE LAW.

12. Legal Compliance

The Platform is controlled and/or operated from the United States and is not intended to subject us to non-U.S. jurisdiction or laws. The Platform may not be appropriate or available for use in some jurisdictions outside of the United States. If you access the Platform as a patient from outside the United States, you do so at your own risk, and you are responsible for complying with all local laws, rules, and regulations relating to such access or use. We may, but have no obligation to, limit the Platform's availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion and without any liability whatsoever arising from such limitation.

By default, the Platform is not intended for cross-border personal information transfers; but if personal information is transferred internationally, we shall ensure that all cross-border transfers of personal information are based on an adequate technical and legal mechanisms, including encryption of personal information during transit and storage, and robust contractual commitments with third parties to ensure data security and confidentiality, as appropriate. Please refer to our Privacy Policy for detailed information.

User’s Compliance. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Platform, including all applicable laws, statutes, ordinances and regulations regarding the transmission of technical data or your PHI from/to the United States, or to/from the country in which you reside.

Provider’s Compliance. Rules and regulations regarding the Telepsychology services may vary state to state. Provider is a “covered entity” under the HIPAA, and as such is responsible for compliance with the respective guidelines of the state where patient is receiving care, and for compliance with the requirements of the HIPAA and the associated regulations, 45 C.F.R. parts 160-164, as may be amended (including the “Privacy Rule” and the “Security Rule”) and the HITECH and the associated regulations, as may be amended.

User Eligibility. The Platform is not intended for individual users under the age of 18. By registering to use the Platform, you represent and warrant that you meet the applicable minimum age requirement. We reserve the right to verify your age. We may impose additional eligibility rules from time to time, and reserve the right to amend or eliminate these eligibility requirements at any time.

We also have the right, in our sole discretion, to suspend or terminate your use of the Platform and/or the Services and refuse any and all current or future use of all or any portion of the Platform or Services to you. You may not authorize third parties to use your SimplePractice account. You may not assign or otherwise transfer your account to any other person or entity. You agree to complete the registration / intake process by providing current, complete, and accurate information as required by Provider.

13. Patient PHI

If you as the user of the Platform submit, upload, post or transmit any protected health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, other information, files, videos, images or other materials to Provider or our Platform (“Patient Information”), you agree not to provide any Patient Information that (i) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, harmful, or encouraging any criminal or unethical behavior, (ii) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (ii) contains or transmits a virus or any other harmful component. All Patient Information that you submit is subject to our Privacy Policy. You represent and warrant to Provider that you have the legal right and authorization to provide all Patient Information to Provider for use as set forth herein.

You agree to defend, indemnify and hold Provider harmless from and against all third-party claims against, and damages and expenses (including reasonable attorneys’ fees) incurred by, Provider arising out of any Patient Information you upload to or transmit through the Platform.

Your electronic communication with Provider via Platform including the secure HIPAA-compliant patient portal is confidential and constitutes the doctor-patient privilege along with your other PHI. This protection applies to legal proceedings and prevents medical professionals from testifying as to a patient’s medical information unless the patient waives this privilege. However, information shared by you with a Provider that is not related to your direct medical care may not be privileged. You may implicitly waive your doctor-patient privilege by filing a lawsuit based on your medical health information disclosed to Provider.

You understand that in certain circumstances, such as legal disputes where your psychological condition is placed at issue, you may be deemed to have waived your privilege or confidentiality protections.

14. Jurisdiction and Dispute Resolution

These Terms are governed by the laws of the State of New Jersey without reference to its conflict of law rules.

Process. The parties will attempt in good faith to resolve through negotiation any dispute, claim, or controversy arising out of or relating to these Terms, or your use of the Platform or the Services. In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted for mediation to Judicial Arbitration and Mediation Services, Inc. (a.k.a. "JAMS"), as stipulated below, and if the matter is not resolved through mediation, then it shall be submitted for final and binding arbitration to JAMS, or its successor, as specified below. Nonetheless, we retain sole discretion whether to submit any legal claim to mediation or arbitration and in no event shall we be obliged to do so.

Negotiation. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within fifteen (15) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within thirty (30) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.

Mediation. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case.

Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or relating to these Terms or use of the Platform or the Services, that are not resolved by their mutual agreement by negotiation or mediation, shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS' Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS' panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.

The provisions of this Section 14 may be enforced by any Court of competent jurisdiction located in the state of New Jersey, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by the party against whom enforcement is ordered.

Nothing in this Section 14 shall limit Patient’s rights under HIPAA or other applicable law.

15. Waiver of Jury Trial and Class Action

YOU ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND US BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL OF ITS RIGHT TO A JURY TRIAL AND THAT THIS WAIVER IS KNOWINGLY AND VOLUNTARILY MADE.

16. Termination

This Agreement is effective until terminated by you or Provider. We may, at any time and for any reason, terminate your access to or use of the Platform or the Services. You agree that any termination of your access to all or any portion of the Platform under any provision of these Terms may be effected without prior notice, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account (except for information/records that must be retained for a certain period of time in accordance with the applicable law) and/or bar any further access to such files or the Platform. If we terminate your access to the Platform, you will not have the right to bring claims against us or our affiliates with respect to such termination or loss of any information. We and our affiliates shall not be liable for any termination of your access to the Platform or to any such information or files, and (except as may be required under mandatory applicable law) shall not be required to make such information or files available to you after any such termination. It is your own responsibility to provide for backup of any of your information or files. Sections of these Terms that by their nature can survive the termination of this Agreement, shall so survive and continue in full force and effect after such termination.

17. Notices

Except as otherwise stated in these Terms or as expressly required by local law, any notice to us shall be given by certified postal mail to:

Vital Psychological Therapeutics, P.C.

Attn: Dr. David Kimhy

8 Church Street, Basking Ridge, NJ 07938

Email: info@vitalpsychtherapeutics.com

Any notice to you shall be given to the email address that you provided us during the registration/intake process. Notice shall be considered given 24 hours after email is sent, unless we are notified that the email address is invalid. Notice given by postal mail shall be considered given three (3) days after the date of mailing. Notices to you may be made via posting to the Platform, by email, or by regular mail, in our discretion.

18. Miscellaneous

Assignment. You agree that this Agreement, all rights contained herein, and all incorporated agreements may be automatically assigned by the Platform, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of Provider's assets, or similar transaction. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent.

No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision and does not waive our right to act with respect to any such right or provision.

Severance. If any provision of these Terms is found to be invalid by a court of competent jurisdiction, you and Provider nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of these Terms will remain in full force and effect so long as our rights are not frustrated.

Limitation. You and Provider each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or the Services, or to these Terms, must be filed within one (1) year after the cause of action arose or be forever barred.

Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.

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