Terms of Service

By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy. If you are using the Services on behalf of a practice or other organization, you represent that you are authorized to bind that organization, and “you” refers to that organization. If you do not agree, do not use the Services.

• You must be at least 18 years old and able to form a binding contract.
• The Services are professional tools intended for authorized users of a licensed practice, not for the general public.
• You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
• You must provide accurate information and promptly notify us of any unauthorized access or suspected security breach.

Where a practice uses the Services to process protected health information (“PHI”), the practice is the HIPAA Covered Entity and we act as its Business Associate. That relationship is governed by a separately executed Business Associate Agreement (“BAA”) and our Data Processing Addendum (“DPA”).

The BAA and the DPA work together: the BAA sets out our obligations as a Business Associate under HIPAA, and the DPA sets out related data-processing and security terms. If there is a conflict between these Terms, the DPA, and the BAA regarding PHI, the BAA controls.

In the event of a conflict between these Terms and the BAA regarding PHI, the BAA controls.

You agree not to:

• Use the Services in violation of any law, regulation, or professional or licensing obligation, including HIPAA and applicable state law.
• Access data or workspaces you are not authorized to access, or attempt to defeat tenant isolation or access controls.
• Upload malware, or probe, scan, or test the vulnerability of the Services without authorization.
• Reverse engineer, resell, sublicense, or create derivative works from the Services except as permitted by law.
• Use the Services to send unlawful, infringing, harassing, or deceptive content.
• Interfere with or disrupt the integrity or performance of the Services.

As between you and us, your practice retains all rights to the data and content it submits to the Services (“Customer Data”). You grant us a limited license to host, process, and transmit Customer Data solely to provide and secure the Services and as permitted by the BAA. You are responsible for the accuracy and legality of Customer Data and for obtaining any consents required to submit it.

The Services, including all software, design, text, and trademarks (excluding Customer Data), are owned by Footprints Mental Health Counseling, P.C. or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your subscription, subject to these Terms. All rights not expressly granted are reserved.

Access to the Services may require a paid subscription under a separate order or agreement between your practice and us. Unless that agreement states otherwise, fees are billed in advance, are non-refundable except as required by law, and are exclusive of taxes. We may change fees on prospective notice for future billing periods.

The Services may integrate with third-party services (for example, calendar providers). Your use of those services is governed by their own terms and privacy policies, and we are not responsible for them. If you connect a third-party service, you authorize us to access and exchange information with it as needed to provide the integration.

The Services are administrative and workflow tools. They do not provide medical, clinical, or legal advice and are not a substitute for the professional judgment of licensed clinicians and supervisors. You are solely responsible for clinical, supervisory, compliance, and business decisions made using the Services.

EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT WITH US, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE FULLEST EXTENT PERMITTED BY LAW, FOOTPRINTS MENTAL HEALTH COUNSELING, P.C. AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES. OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOUR PRACTICE FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITS DO NOT APPLY TO: (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (B) BREACHES OF CONFIDENTIALITY OR OF THE BAA INVOLVING PHI; (C) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless Footprints Mental Health Counseling, P.C. and its affiliates from claims, damages, and expenses (including reasonable attorneys’ fees) arising from your Customer Data, your use of the Services, or your violation of these Terms or applicable law, except to the extent caused by our own misconduct.

We will likewise defend, indemnify, and hold you harmless from third-party claims alleging that your authorized use of the Services, as provided by us, infringes that third party’s U.S. intellectual property rights, except to the extent the claim arises from your Customer Data, your modification of the Services, or your use of the Services in violation of these Terms.

These Terms apply while you use the Services. Either party may terminate for convenience as set out in the applicable order or subscription agreement. We may also suspend or terminate your access, with notice where reasonably practicable, for a material breach of these Terms that is not cured within fifteen (15) days of notice, to protect the Services or other users, or as required by law.

On termination, your right to use the Services ends; provisions that by their nature should survive (including ownership, disclaimers, limitations of liability, indemnification, and governing law) will survive. Return or deletion of Customer Data and PHI following termination is handled as described in the applicable agreement and the BAA.

These Terms are governed by the laws of the State of New York, United States of America, without regard to conflict-of-laws rules. Subject to any separate written agreement between the parties, you and we agree to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York for any dispute arising out of or relating to these Terms, and each party waives any objection to that venue on the grounds of inconvenient forum or otherwise. Any claim must be brought within one (1) year after it arises, to the extent permitted by law.

• Entire Agreement — These Terms, together with the Privacy Policy and any applicable order, subscription agreement, BAA, and DPA, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements on that subject.
• Severability — If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• Assignment — You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this provision is void.
• Force Majeure — Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, or internet or utility failures.
• Notices — Notices to you may be given by email or through the Services. Notices to us should be sent to the address in Section 17 (Contact Us).
• Waiver — Failure to enforce any provision of these Terms is not a waiver of that provision.
• Relationship of the Parties — The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Services after an update means you accept the revised Terms.

Questions about these Terms may be sent to helpdesk@footprintstofeelbetter.com, or by mail at Footprints Mental Health Counseling, P.C., New York, New York, United States.