Provider Terms of Use

Last Update: 05/12/2023

These Terms of Use ("Terms of Use" or "Terms") are a legal contract between you (“You,” “Your,” or "Provider User") and Waverider Studios, Inc. (“Us,” “We,” or “Waverider”), creators of the Waverider Platform (the “Platform”), and govern Your use of the Platform, and all of its content and functionality (collectively, the “Services”). These Terms apply to Provider Users accessing the Platform. By accepting these Terms of Use and using the Platform, You acknowledge that You have read, understand, and agree to these Terms and Our Privacy Policy. Any capitalized terms not defined in these Terms are defined in the Privacy Policy. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE SERVICES OR ACCESS THE PLATFORM.

The Services are intended to provide a convenient system for (i) Client Users with Serious Mental Illness (“SMI”) engaged in therapy to track their symptoms and behaviors, control episodes, and communicate with Provider Users, and (ii) Provider Users to proactively track and analyze their clients’ behaviors and episodes through information input by the Client User. The Services are not intended for provision of diagnosis, treatment, or other clinical or emergency services by Provider Users to Client Users. Waverider is acting solely as a technology Platform that enables You to track behavioral health and connect with Client Users. We do not supervise or direct You in Your provision of therapy or other healthcare services to Your clients. We do not make any representations or warranties that the therapy or other healthcare services You are providing are suitable, reliable, timely or accurate for Your client, all of which are Your responsibility.

You may access and use the Services only in accordance with these Terms, and You agree to comply with all applicable laws, rules, and regulations, including any other policies incorporated into these Terms, such as Our Privacy Policy.

THE PLATFORM CANNOT AND IS NOT DESIGNED, INTENDED, OR APPROPRIATE TO REPLACE OR SUBSTANTIVELY IMPACT YOUR PROVIDER-CLIENT RELATIONSHIP WITH OTHER USERS OR TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL OR BEHAVIORAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.

While we provide a convenient platform for You to track information that may allow You to provide certain services that may or may not be reimbursable by federal or state health insurance payors, we are not billing experts, we do not provide billing services, and any information provided to You with respect to billing is for informational purposes only and should not be relied upon or construed to guarantee reimbursement of any services.

You must register to create an account (“User Account”) and become a “Registered User” to use the Services. To register, You must create a password and provide Your name, Your email address, and other information specified in the registration form (“Registration Data”). You may change or correct information in Your account by updating Your profile through the Platform. You agree not to register for a User Account on behalf of an individual other than Yourself unless You are legally authorized to bind such person to these Terms. By registering another person, You hereby represent that You are legally authorized to do so.

By registering for a User Account and using the Services, You represent and warrant:

NOTE: THESE TERMS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE SERVICES WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE SERVICES MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE SERVICES.

With the exception of the Arbitration Agreement (see “Dispute Resolution” section) included at the end of these Terms, Waverider reserves the right to change or modify these Terms at any time without prior notice to You. If we materially change or modify these Terms, we will let You know by (1) posting a new version to the Platform; and/or (2) sending You a notification to the email address You provided Us upon Your registration.

If You continue to use the Services after we have let You know that we have made changes, You agree to be bound by the modified Terms. If You do not accept the changes, You should immediately stop using the Services and delete all files associated with the Services on Your computer or mobile device.

Waverider owns the Services, including all content and functionality You access through the Platform. Subject to Your compliance with these Terms, Waverider grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services by accessing the Platform on Your personal device. You may not use the Services for any other purpose than what is allowed under these Terms without Our express written permission.

You own Your Personal Data (as defined in the Privacy Policy) and any other content You submit through the Services (collectively, “User Information”). If You are entering someone else’s information into the Platform, You represent and warrant that You have permission to do so. As a condition of providing You the Services, You grant to Waverider a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use Your User Information for the purpose of providing the Services, subject to the restrictions in the Privacy Policy. You also agree to allow Us to de-identify and anonymize Your User Information, in accordance with Our Privacy Policy, and to use or disclose such de-identified information for any legal purpose.

You and Waverider will comply with all laws and regulations applicable to the privacy and security of individually identifiable health information, to the extent applicable, including the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, and regulations promulgated thereunder (collectively, “HIPAA”). In order to comply with Our obligations under HIPAA, You must enter into a Business Associate Agreement (“BAA”) with Us. The BAA describes each of Our obligations with respect to compliance with HIPAA. The terms of the BAA between You and Us are incorporated into and made a part of these Terms.

You may use the Services only for lawful purposes and in accordance with these Terms. In addition, We impose certain restrictions on Your use of the Services, which are highlighted below. While using the Services, You shall not:

We are not obligated to monitor Your use of the Services, but We may do so to ensure Your compliance with these Terms, and/or to respond to law enforcement or other government agencies if and when We are required to. Waverider reserves the right to suspend or terminate Your use of the Services without notice to You if You partake in any of the prohibited uses described above.

The Platform is designed to require users to create a password to access and use the Services. Your password and any other information required to access the Services are, collectively, Your “User Credentials.” You are solely responsible for (A) maintaining the strict confidentiality of Your User Credentials, (B) not allowing another person to use Your User Credentials to access the Services, (C) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under Your User Credentials, regardless of whether You were aware of those activities. You agree to immediately notify Us in writing by email of any unauthorized use of Your User Credentials or any other compromise of the security of Your User Account.

WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM OR RELATING TO THE THEFT OF YOUR USER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR PERSONAL DATA, YOUR DISCLOSURE OF YOUR USER CREDENTIALS, OR THE USE OF YOUR USER CREDENTIALS BY ANOTHER PERSON OR ENTITY REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.

You may be held liable for any losses incurred by Waverider and/or its affiliates, officers, directors, representatives (“Company Representatives”) due to someone else’s use of Your account or password, regardless of whether You were aware of such use.

We respect Your Privacy and take Our commitment to protect Your Privacy seriously. Please see our Privacy Policy for an explanation of the information that We collect from You and how we use it. By clicking “I Agree” and accessing or using the Services, or by downloading or uploading any content from or through the Services, You acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy is a part of these Terms.

By using the Services and accepting these Terms, You acknowledge that We may share Your Personal Data with third parties as described in the Privacy Policy, and will seek Your consent before doing so where required by law.

You expressly acknowledge and agree that We are not responsible for nor liable to You or any third party for the treatment of Your Personal Data by any such individual or entity, including any collection, use, disclosure, storage, loss, theft or misuse of Personal Data, whether or not such treatment violates applicable law or the third party’s privacy practices.

The Provider User is responsible for coordinating with Client Users and with Waverider to identify whether such Client Users are eligible for Services. In addition, the Provider User is responsible for communicating to Waverider when the Provider User’s authorized user (as an employee, consultant, agent, or subcontractor or Provider User) is no longer eligible for—or does not wish to continue using—the Services. If the Provider User fails to notify Waverider that an authorized user is no longer eligible, Waverider may continue to provide Services to that authorized user and the Provider User.

You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, "Systems") necessary for You to access and use the Services. This includes, without limitation, obtaining Internet services, using up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Services and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Your Systems.

THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.

In using the Services, You may receive periodic email communications regarding the Services that are essential to the proper functioning and delivery of the Services (e.g., information regarding Your User Account), which are part of the Services, and which You cannot opt out of receiving.

You may also receive periodic promotions and other offers or materials We believe might be of interest to You. You can opt-out of receiving these promotional messages at any time by selecting the unsubscribe instructions contained in each promotional communication or by adjusting the marketing communications settings through Your User Account.

You may also receive research communications (e.g., requests for feedback or surveys) on an opt-in basis. If you are receiving research emails, You have opted in. To opt out of these communications, You can adjust the research communications settings through Your User Account.

You represent and warrant that Your use of the Services will be in accordance with these Terms and all applicable laws, regulations, rules, and any Waverider policies and procedures We provide to You in writing. Specifically, YOU REPRESENT AND WARRANT THAT YOU ARE LEGALLY AUTHORIZED TO SHARE PERSONAL DATA (BELONGING TO YOURSELF OR OTHERS ON WHOSE BEHALF YOU ARE SUBMITTING SUCH PERSONAL DATA) WITH US.

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WAVERIDER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WAVERIDER MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WAVERIDER MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS THROUGH AND INTERACTIONS WITH THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, CLIENTS AND OTHER AUTHORIZED THIRD PARTIES.

WE CANNOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS. WE THEREFORE WILL NOT ASSUME RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO THE PLATFORM.

YOU AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. YOU WILL NOT HOLD WAVERIDER OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER WAVERIDER NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, MAINTAINING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERIVCES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WAVERIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE SERVICES. WAVERIDER IS NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION INCLUDED IN THE SERVICES. WAVERIDER IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY NEGLIGENCE OR MISCONDUCT OF ANY PROVIDER USER, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE SERVICES.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, WAVERIDER’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00. ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE.

We welcome and encourage You to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing Us at support@waverider.io. You acknowledge and agree that Feedback is not confidential information. You also acknowledge and agree that if You submit any Feedback to Us, We own all right, title, and interest in and to any Feedback. To the extent We cannot obtain right, title, and interest in and to any Feedback, You hereby grant to Us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

You are responsible for paying any membership subscription fees charged each membership term (“Membership Fees”), including any applicable taxes. By purchasing a membership, you represent and warrant that the billing information you’ve provided is accurate. We may, in Our discretion, make changes to the memberships we offer, the privileges and features available to each membership, as well as the Membership Fees associated with each membership at any time. In advance of any fee increase or change in Membership Fees, We will notify You at the email address associated with Your User Account in accordance with these Terms. Any increase in Membership Fees will be applied to renewals taking place after the change goes into effect or as of the stated effective date of the change, whichever is later.

If You breach any of these Terms We may suspend or disable Your User Account or terminate Your access to the Services without prior notice to You. There may be other instances where We may need to terminate Your access to the Services that are not related to any of Your actions or inactions. We reserve the right to terminate Your access to and use of the Services and materials at any time, with or without cause.

If You wish to terminate Your account, please do so by accessing the account settings of Your User Account or by contacting Waverider at support@waverider.io, immediately discontinue Your use of the Services, and delete all files associated with the Services from Your computer or mobile device.

Most user concerns can be resolved quickly and to Your satisfaction by emailing Waverider support at support@waverider.io. In the unlikely event that our support team is unable to resolve a complaint You may have (or if We have not been able to resolve a dispute with You after attempting to do so informally), including but not limited to any alleged breach of these Terms, You and Waverider agree to resolve the dispute through binding arbitration in the State of New York before a single arbitrator, in accordance with the rules and procedures of the American Arbitration Association and the laws of the State of New York. Arbitration, which is often less expensive, faster, and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief that a court can award, and may, but do not have to, award legal fees, arbitrator’s fees and costs and other costs incurred by the party that does not win the dispute.

Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. Any arbitration will be strictly confidential and neither party will disclose to any person (other than necessary to carry out the arbitration) the existence of the dispute or any aspect of the dispute.

This agreement to arbitrate will not preclude You or Waverider from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Waverider from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN NEW YORK; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.

Exceptions to Agreement to Arbitrate: Waverider may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Platform or infringement of Intellectual Property Rights (as defined below) without first engaging in the informal dispute-resolution process described above.

If You opt-out of the dispute resolution process described in this section, or if any matter is otherwise determined not to be subject to such dispute resolution process, You hereby submit to the exclusive jurisdiction of any state or federal court sitting in the State of New York in any legal proceeding arising out of or relating to these Terms. You agree that any and all claims and matters arising out of these Terms, unless subject to the dispute resolution process described above, may be heard and determined in any such court, and You hereby waive any right to object to such filing on grounds of improper venue, forum non-conveniens, or other venue-related grounds, unless such objection asserts that the claim or matter in dispute is subject to determination through the dispute resolution process described above.

These Terms, the Privacy Policy , and any other terms incorporated herein by reference, constitute the entire and exclusive understanding and agreement between Waverider and You regarding the use of the Services and the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Waverider and You regarding the use of the Services and the Platform.

These Terms shall be governed by the laws of the State of New York without reference to its conflict of laws provisions.

You may not assign or transfer these Terms, by operation of law or otherwise, without Waverider’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. Waverider may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Waverider via email (in each case to the address that You provide); and/or (ii) by posting to the Platform. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Waverider electronically satisfies any legal requirements that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH WAVERIDER IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY support@waverider.io OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE.

You shall give any notice to Waverider by email to:support@waverider.io. Notice to Waverider shall be effective upon receipt of notice by Waverider.

The failure of Waverider to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Waverider. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially provided.

“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

As between You and Us, all right, title and interest, including all Intellectual Property Rights, in the Services and the Platform, any related materials, logos, products, and documentation, and any other property or materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by Waverider or its licensors, vendors and affiliates, as applicable. All rights not expressly granted are reserved by Us. Any use of the Services or the Platform not expressly permitted by these Terms is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Except as otherwise explicitly set forth in these Terms, all inventions, works of authorship, and developments conceived, created, written, or generated by or on behalf of Us, whether solely or jointly, including without limitation, in connection with the Services (“Developments”), and all Intellectual Property Rights in the same, shall be the sole and exclusive property of Waverider. You agree to sign any documents or take any actions as may reasonably be necessary, or as We may reasonably request, to perfect Our ownership in the Developments. If You are unable or unwilling to sign any such document or take any such action, We may execute such document and take such action on Your behalf as Your agent and attorney-in-fact. This appointment is deemed a power coupled with an interest and is irrevocable.

Nothing in these Terms shall grant You ownership interest, license, or other right to Waverider’s trade names, trademarks, or service marks, except as expressly provided.

Please feel free to contact Us if You have any questions about the Terms of Use and/or any other documents referenced herein. You may contact Us at support@waverider.io, or at our mailing address:

Waverider Studios, Inc.
99 Hudson St., 5th Floor
New York, New York 10013
United States

Lourica Halteh
lourica@waveriderapp.com
99 Hudson St., 5th Floor
New York, New York 10013
United States