Terms of Service
Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
1. USE OF OUR SITE
A. Eligibility This is a contract between you and Chara Health. You must read and agree to these terms before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with Chara Health, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site by anyone under 13 is strictly prohibited and in violation of this Agreement. The Site is not available to any Users previously removed from the Site by Chara Health.
B. Access to the Site Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site as permitted by the features of the Site. Chara Health reserves all rights not expressly granted herein in the Site and the Chara Health Content (as defined below). Chara Health may terminate this license at any time for any reason or no reason.
C. Site Rules You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the Chara Health servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Chara Health grants the operators of public search engines revocable permission to use spiders to copy publically available materials from Chara Health.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) using the Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.
Accessing any audiovisual content that may be available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Site. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Chara Health Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Chara Health shall have no liability for your interactions with other Users, or for any User’s action or inaction.
2. OUR PROPRIETY RIGHTS
The Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Chara Health Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Chara Health and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Chara Health Content. Use of the Chara Health Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Chara Health under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Chara Health does not waive any rights to use similar or related ideas previously known to Chara Health, or developed by its employees, or obtained from sources other than you.
3. NO PROFESSIONAL ADVICE
If the Site provides professional information (for example, medical, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Site. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
Chara Health cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
6. THIRD PARTY LINKS AND INFORMATION
You agree to defend, indemnify and hold harmless Chara Health and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site with your unique username, password or other appropriate security code.
8. NO WARRANTY
The Site is provided on an “as is” and “as available” basis. Use of the Site is at your own risk. To the maximum extent permitted by applicable law, the Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Chara Health or through the Site will create any warranty not expressly stated herein. Without limiting the foregoing, Chara Health, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Site will meet your requirements; that the Site will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Site is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Site is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Site.
Chara Health does not warrant, endorse, guarantee, or assume responsibility for any product or site advertised or offered by a third party through the Site or any hyperlinked website or site, and Chara Health will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
9. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall Chara Health, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site. Under no circumstances will Chara Health be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or your account or the information contained therein.
To the maximum extent permitted by applicable law, Chara Health assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our site; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our site by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Site; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Chara Health, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Chara Health hereunder or $100.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Chara Health has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
The Site is controlled and operated from facilities in the United States. Chara Health makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
10. GOVERNING LAW, ARBITRATION, AND CLASS ACTION / JURY TRIAL WAIVER
A. Governing Law You agree that: (i) the Site shall be deemed solely based in California; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Alameda County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Alameda County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
B. Arbitration (Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Chara Health.) For any dispute with Chara Health, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Chara Health has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Alameda County, California, unless you and Chara Health agree otherwise. If you are using the Site for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Site for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Chara Health from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Chara Health are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
A. Assignment This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Chara Health without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
C. Entire Agreement/Severability This Agreement, together with any amendments and any additional agreements you may enter into with Chara Health in connection with the Site, shall constitute the entire agreement between you and Chara Health concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Chara Health’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
12. ACCOUNT REGISTRATION; ACCOUNT USE
A. Account Registration. To access the Services through the Site, you must become a registered user of the Site (“Registered User”). To become a Registered User, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim).
B. Security of Your Account. You agree to notify Chara immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge to the fullest extent permitted by applicable law. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Chara or a third party due to someone else using your account.
C. No Obligation to Retain a Record of Your Account. Chara has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account or the Services.
D. Membership. Chara provides Practitioners. several different membership options. The features and availability of membership options and benefits may change from time to time at the sole discretion of Chara and upon reasonable notice posted in advance on the Site.
A. Between Client and Practitioner. The Services to be performed by the Practitioner are between a Client and a Practitioner. Upon booking confirmation, the Client agrees to purchase, and the Practitioner agrees to perform the Services in accordance with the following agreements: (a) any agreement directly between Client and Practitioner, (b) these Terms, and (c) any other content uploaded to the Site by Chara (collectively, the “Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms. Any other provision of an Agreement in conflict with these Terms is void. Client is responsible for managing, inspecting, accepting and paying for satisfactory Services in accordance with the Agreement in a timely manner. Client and Practitioner each covenant and agrees to act with good faith and fair dealing in performance of the Agreement.
B. Between Registered Users and Chara.
General. Chara is not a party to the dealing, contracting and fulfillment of any Services between a Client and a Practitioner. Chara has no control over and does not guarantee the quality, safety or legality of any Services performed, advertised, the truth or accuracy of Practitioner listings, the qualifications, background, or abilities of Registered Users, the ability of Practitioners to perform Services, the ability of Clients to pay for Services, or that a Client or Practitioner can or will actually complete the Services. Chara is not responsible for and will not control the manner in which a Practitioner operates and is not involved in the hiring, firing, discipline or working conditions of the Practitioner. All rights and obligations for the purchase and sale of Services are solely between a Client and a Practitioner. Chara will not provide any Practitioner with any materials, equipment, or facility to complete any Services. Clients and Practitioner must look solely to the other for enforcement and performance of all the rights and obligations arising from Agreement and any other terms, conditions, representations, or warranties associated with such dealings. Client acknowledges and agrees that Chara does not supervise, direct or control a Practitioner’s Services or the Services in any manner. Client and Practitioner each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Agreement. Clients and Practitioners further agree that Chara has the right to take such actions with respect to the Agreement or their Chara accounts, including without limitation, suspension, termination, or any other legal actions, as Chara in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site. PRACTITIONER AND CLIENT ASSUME ALL RISK IN CONNECTION WITH THE SERVICES BETWEEN PRACTITIONER AND CLIENT, INCLUDING THE SAFETY AND CONDUCT OF ANY PRACTITIONER OR ANY CLIENT. Chara SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTS OR OMISSIONS OF THE CLIENT OR PRACTITIONER OR BOTH, AS APPLICABLE.
Background, Certification and Reference Checks. Chara does not employ, recommend or endorse any Practitioner or Client, nor is it responsible for the conduct of any Practitioner or Client. Chara provides a tool to connect Practitioner and Clients. Client acknowledges and agrees that Client is responsible for determining if the Practitioner they hire is qualified to perform the Services at hand and for complying will all applicable laws in connection with the relationship with the Services. Notwithstanding the foregoing, Practitioners who have registered as “Chara Select” have completed a background, certifications and reference checks with Chara. Please click here to learn more about the guidelines to become a “Chara Select.” Nothing contained herein shall be construed as an obligation by Chara to perform background checks, or verification checks on any Registered Users. To the extent Chara performs such checks on certain Registered Users, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Services.
Agency. These Terms and any registration for or subsequent use of this Site by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Chara, except and solely to the extent expressly stated.
14. FEES AND PAYMENTS
Services Fees. Chara assesses one or more of the following fees (“Service Fees”), as applicable, on payments made by Clients to Practitioners through the Site:
Booking Fee. Chara charges to Client a Booking Fee on all scheduled sessions in an amount as listed.
Fee Adjustments. We reserve the right to change any fee that may be charged by Chara at any time, at the sole discretion of Chara and upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms, at any time, we will not refund the membership fee already paid.
Taxes. Registered Users are responsible for payment and reporting of any taxes. Practitioners are solely responsible for the timely and accurate entry and submission of charges for the Services they provide to Clients (including all applicable sales, use and other taxes, for which Practitioners or Clients are responsible to calculate, request payment of, collect and remit to the appropriate tax authorities) utilizing the Services. Such invoices shall reflect that the sums due are solely for the Services provided by Practitioners, and not for any Services of Chara, and that Chara is not considered to be an agent, reseller or co-vendor with Practitioner with respect to the Services. Each Practitioner shall indemnify and hold Chara harmless from any and all claims by any tax authority that Chara is liable for sales tax on any sums paid for Practitioner’s Services. Each Practitioner agrees that to the extent Chara is assessed a tax for any Services to a Client, Chara is entitled to immediate reimbursement from Practitioner or Client of any such assessments.
Authorized Payments are Final. Your use of the Site constitutes your agreement to pay for any amounts which you authorize us to charge to your payment card. Such payments, once authorized, are final. Client hereby releases Chara from any and all liability with respect to such Payment.
Fraud and Error. Chara reserves the right to seek reimbursement from you, and you will reimburse Chara, if Chara discovers a fraudulent transaction, erroneous or duplicate transaction, or if Chara receives a chargeback or reversal from any Payment Method for any reason. You agree to and acknowledge Chara’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Chara in an effort to investigate fraud. You agree that Chara has the right to obtain such reimbursement by charging the Payment Method associated with your Chara account or obtaining reimbursement from you by any other lawful means, including using a third-party collection agency. Failure to pay for reimbursements of a chargeback or a reversal of payment is cause for termination of your Chara account, without limitation of any other available rights or remedies.
Currency. All invoices and Payments operate in US Dollars.
15. INTELLECTUAL PROPERTY; THIRD-PARTY CONTENT AND SERVICES
A. Intellectual Property Rights. All content on the Site, or otherwise made available via the Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Site and/or Services (“Site Design”), and all software and other technology used to provide the Site and/or Services (“Technology”), are owned by or licensed to Chara and/or its affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design and Technology. Using the Site and/or Services does not give you any ownership of or right in or to any Content, Marks, Site Design or Technology.
B. Third-party Content. The Site may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content. In addition, the Site may contain links to third-party websites. Chara is not responsible for the content on any linked site or any link contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites.
16. CONTRIBUTIONS TO CHARA
Any text, photographs, artwork, ideas, questions, reviews, comments, suggestions or other content that you submit or post to the Site or otherwise provide to us are referred to as “User Content”. The following terms apply to User Content:
A. License to Chara. By sharing, submitting or uploading any User Content, you grant Chara a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, display, publish, perform, sell, transmit, adapt, translate, modify, reverse-engineer, disassemble and create derivative works from your User Content in any manner existing now or created in the future. Subject to the license above, you retain ownership of User Content.
B. Waiver of Moral Rights. You irrevocably waive and agree not to assert any rights, including any “moral rights.”
C. Your Responsibility for User Content. You acknowledge and agree that you are solely responsible for all the User Content that you make available through the Site. Accordingly, you represent and warrant that: (1) you have all rights, licenses, consents and releases necessary to grant Chara the required rights to disseminate any User Content and (2) neither your User Content nor your posting, uploading, publication, submission or transmittal of this User Content or Chara’s use of your uploaded User Content (or any portion thereof) on, through or by the means of the Site, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation.
D. No Obligations Regarding User Content. We will not have any obligation to hold any User Content in confidence or compensate you or anyone else for its use. We have the right to remove or edit any User Content for any reason or no reason at all.