HEALTH COACHING AGREEMENT

Last updated: May 1, 2023

Thank you for visiting Rizvi Medical Corporation doing business as Rizvi Brain Institute (“us,” “we,” “our,” or “RBI”).  This Health Coaching Agreement (the “Agreement”), together with the Privacy Policy, Terms of Use, and any other documents they expressly incorporate, set forth the terms and conditions upon which you may access and use the health coaching services through our website at https://www.rbiclinic.com (together with any current or future affiliated mobile application, successor site(s), or any services or materials available therein, collectively the “Site” or “Website”). Please read this Agreement carefully. By clicking or checking “I Accept” or similar language, or otherwise by using the health coaching services, you agree to the terms of this Agreement.  

DEFINITIONS

“Authorized User(s),” “You,” “Your,” and words of similar import means an individual who enters into this Agreement with RBI.

“Content” means information either; (i) created by RBI and made available to Authorized Users through the Website, or (ii) obtained by RBI from publicly available sources or third-party content providers and made available to Authorized Users through the Website.

“Documentation” means any documentation (online or otherwise) made available by RBI to You describing the health coaching services or any support provided for the health coaching services. 

“Health Coaching Services” means health coaching services that are ordered by You, and made available online through the Website, including associated offline or mobile components, offered through the Website. These Health Coaching Services may include:

•  Health coaching services consisting of lifestyle and behavioral interventions via video chat, phone, or text messaging;

 

•  Electronic communications (e-mail, facsimile, video chat, phone, texting, and other forms of electronic communication); You understand and agree that text, email, and the internet should never be used in the event of an emergency, or any situation that you could reasonable expect may develop into an emergency. You agree that in such situations, you shall call 911 or go to the nearest emergency medical assistance provider, and follow the directions of such emergency medical personnel;

 

•  You acknowledge and accept that health coaching does NOT constitute a doctor-patient relationship or a relationship with another type of healthcare provider. It is important to understand that although your health coaches may be licensed medical providers, including physicians, our health coaches are not acting as physicians or in any other professional and/or licensed healthcare capacity. Our health coaches do not provide any medical or clinical services and do not diagnose, treat or manage any illness, disease, or condition or hold themselves out as being able to do so. You acknowledge that given the limited scope of health coaching, any and all medical concerns will be deferred back to your medical health care provider. 

REGISTRATION AND ACCOUNT RESPONSIBILITY

•  Registration.  To become an Authorized User, You are required to register for the Health Coaching Services and provide certain information about yourself. We will validate your entitlement to receive the Health Coaching Services and establish an Authorized User account on your behalf, which You will thereafter use to access and use the Health Coaching Services. All information we collect about You in connection with the Health Coaching Services is subject to our then-current Privacy Policy. We also track certain Authorized User interactions via our Website.  This includes; viewing a page, tapping a button, time spent on a page, time for a page to load and data entered into the Website. You will provide RBI with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You shall not use a false name, e-mail address or phone number or otherwise enter information with the intent to impersonate another person. You warrant that all information You submit to us is true and correct.

 

By using the Health Coaching Services, You consent to all actions taken by us with respect to Your Information in compliance with the Privacy Policy, including being contacted via email, text message, phone, or other electronic means. 

 

Your Authorized User account may only be used for your personal use and will require a username and password. You are responsible for all activities that occur under Your account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data You provide; (ii) maintain the confidentiality of your password and user account information; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Health Coaching Services and notify the RBI promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Health Coaching Services.

 

•  General.  Subject to the terms and conditions of this Agreement (including the Privacy Policy and Terms of Use), and during the term of this Agreement, RBI grants you a non-exclusive and non-transferable right to access and use the Health Coaching Services in accordance with the terms of this Agreement, and any Documentation made available to you by RBI solely for purposes of your personal use of the Health Coaching Services. The Health Coaching Services are limited to Authorized Users in the United States. The Services are enabled by technology, software, and certain Content delivered electronically. Any use of the Health Coaching Services in breach of this Agreement, or that in our judgment threatens the security, integrity, or availability of the Health Coaching Services, may result in immediate suspension of the Health Coaching Services; however, we will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension. Other than as expressly set forth in this Agreement, no license or other rights in or to the Health Coaching Services are granted to you, and all such licenses and rights are hereby expressly reserved.

 

RBI has designed the Health Coaching Services to assist people in achieving their cognitive health goals through healthy lifestyle choices and behavior. We encourage You to consult your healthcare provider before commencing the Health Coaching Services. You represent that You are in good enough health to begin these Health Coaching Services, which may include changes to Your diet or level of physical activity, among other things. You understand that, despite Your efforts, individual users’ results will vary for various reasons and RBI cannot guarantee that You will achieve your cognitive health goals. 

 

Health Coach Services.  FOR PURPOSES OF HEALTH COACHING SERVICES, IT IS IMPORTANT TO UNDERSTAND THAT THE HEALTH COACHING SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY THE COMPANY OR ITS HEALTH COACHES. RBI HEALTH COACHES ARE NOT ACTING IN A PROFESSIONAL AND/OR LICENSED HEALTHCARE CAPACITY. OUR HEALTH COACHES DO NOT PROVIDE ANY MEDICAL OR CLINICAL SERVICES AND DO NOT DIAGNOSE, TREAT OR MANAGE ANY ILLNESS, DISEASE OR CONDITION OR HOLD THEMSELVES OUT AS BEING ABLE TO DO SO.  IT IS IMPORTANT TO UNDERSTAND THAT ALTHOUGH OUR HEALTH COACHES MAY BE LICENSED MEDICAL PROVIDERS, INCLUDING PHYSICIANS, OUR HEALTH COACHES ARE NOT ACTING IN A PROFESSIONAL AND/OR LICENSED HEALTHCARE CAPACITY. YOU SHOULD NOT CHANGE YOUR TREATMENT OR CARE PLAN, MEDICATION, OR THERAPY BASED ON INFORMATION YOU RECEIVED THROUGH THE HEALTH COACHING SERVICES OR FROM ONE OF OUR HEALTH COACHES. CONSULTATION WITH OUR HEALTH COACHES IS SUPPLEMENTAL TO ANY TREATMENT OR CARE PROVIDED BY YOUR HEALTH CARE PROVIDER AND SHOULD NOT REPLACE REGULAR MEDICAL VISITS WITH YOUR HEALTH CARE PROVIDER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PRACTITIONER REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. INFORMATION PROVIDED BY OUR HEALTH COACHES IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY DRUG, DEVICE, OR TREATMENT OR REPRESENTATION THAT A PARTICULAR DRUG, DEVICE OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. QUESTIONS REGARDING ANY DRUG, DEVICE, OR TREATMENT SHOULD ALWAYS BE DIRECTED TO YOUR HEALTHCARE PROVIDER. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR HEALTH COACHING SERVICES. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY

 

•  Health Coaching Consent.  

 

•  You authorize RBI to help with your cognitive health efforts. You understand that health coaching may consist of dietary intervention, increased physical activity, and instruction on behavior modification. You understand that any lifestyle intervention may involve risks as well as benefits. 

 

•  You also understand that there are certain health risks associated with having cognitive decline, including memory loss, brain fog, concentration problems, and others.

 

•  You understand that long-term cognitive health requires permanent changes in eating habits, activity levels, and behavior to be effective. You acknowledge that much of your success in improving cognitive health will depend on your efforts and that there are NO GUARANTEES that health coaching will improve the domains of cognition in your day-to-day life. 

TERM AND TERMINATION

The term of this Agreement will begin upon Your successful registration for the Health Coaching Services and will continue indefinitely unless terminated by either party as permitted herein.

You acknowledge and agree that RBI may suspend or terminate Your access to the Health Coaching Services if You (a) breach any term of this Agreement, or (b) engage in any conduct that RBI determines in its discretion may have an adverse effect on RBI or its reputation. RBI may also terminate Your access to Health Coaching Services at any time for its convenience; and in such an event of a termination for convenience (but not upon termination due to your breach of this Agreement), RBI shall refund any amounts prepaid by You for Health Coaching Services paid for but not received as of the date of termination for convenience. Upon termination, You will no longer have access to the Health Coaching Services or the health coaches, Website, or other Content provided through the Health Coaching Services. 

FEES

Health Coaching Service fees for the Term will be paid in accordance with your registration confirmation. You acknowledge that access to Health Coaching Services may be suspended until payment is received in full. All Health Coaching Service fees exclude any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale, or use of the Health Coaching Services, excluding any taxes based on the RBI’s net income.  

You consent to and accept responsibility for all Health Coaching Service fees, without further authorization from you and without further notice except as required by law. You acknowledge that the amount of the Health Coaching Service fees may be changed upon notice to you. If your payment method fails or your account is past due, RBI may terminate or suspend your use of the Health Coaching Services. 

The Health Coaching Service fees are non-refundable with the exception of any charges that may inadvertently occur after the termination of this Agreement. 

INTELLECTUAL PROPERTY OWNERSHIP

Except for the limited license and use rights expressly granted to you under this Agreement and the Terms of Use, all title to and the rights in the Health Coaching Services, including any and all technology, software, and content, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, trade secrets, the RBI’s or third party hardware, other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of RBI and/or third parties. You grant RBI a worldwide, perpetual, irrevocable, royalty-free license to use, modify and incorporate into the Health Coaching Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You relating to the operation of the Health Coaching Services.

TRADEMARKS

Trademarks, service marks, graphics, and logos used in connection with the Health Coaching Services are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks. You acknowledge and agree that all text, graphics, photographs, trademarks, logos, visual interfaces, artwork, computer code, and all other related content contained on the Health Coaching Services are owned by RBI or third parties and are protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any reproduction, publication, further distribution, or public exhibition of materials provided through the Health Coaching Services, in whole or in part, is strictly prohibited. Except as expressly provided in this Agreement, no part of the Health Coaching Services and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed, or transmitted in any way (including “mirroring”) to any other computer, server, Health Coaching Services or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of RBI.

CONFIDENTIALITY

By accessing the Health Coaching Services through our Website, you will have access to certain of our Confidential Information, including but not limited to methods, techniques, programs, devices and operations and any other information we designate as our Confidential Information. Your Confidential Information includes Your data but does not include anonymized information (including, without limitation, private health information that has been de-identified in accordance with HIPAA requirements) collected from all users. Both parties’ Confidential Information includes the terms and conditions of this Agreement. You and RBI each agree to: (i) only use Confidential Information as explicitly permitted in this Agreement; (ii) not disclose any Confidential Information of the disclosing party to any third party; and (iii) not disclose or use Confidential Information following the termination of the Health Coaching Services, unless otherwise explicitly permitted herein (or in the Privacy Policy). Each party agrees to make reasonable efforts to protect the disclosing party’s Confidential Information from disclosure to third parties, except as explicitly permitted herein, and apply measures consistent with those applied to the receiving Party’s protection of its own Confidential Information. The receiving Party may disclose Confidential Information of the disclosing Party to the extent compelled by law to do so, provided that the receiving Party notifies the disclosing Party in advance of the compelled disclosure (to the extent legally permitted) and reasonable assistance in order to permit the disclosing Party to contest such disclosure

NON-CONFIDENTIAL INFORMATION

Subject to any applicable terms and conditions set forth in our Privacy Policy, any other communication or material that You send to us through the Health Coaching Services, such as any questions, comments, suggestions, or the like, is and will be deemed to be non-confidential and We will have no obligation of any kind with respect to such information.

 

 

CONTENT

The information presented on or through the Health Coaching Services is made available to You solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. The Health Coaching Services may provide information about health and wellness and certain health conditions. However, the Health Coaching Services should not be construed as providing any kind of medical advice or recommendation and should not be relied on as the basis for any clinical decision or action. You should not use the information on the Health Coaching Services for diagnosing a health problem or disease. Medical advice should always be sought from a licensed, qualified medical practitioner. We disclaim all liability and responsibility arising from any reliance on such materials by You. 

THIRD-PARTY LINKS AND TECHNOLOGY

Any and all Third-Party Technology or services provided, made available, linked to, or otherwise accessible through the Health Coaching Services is provided solely as a convenience to You and not under our control. RBI does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third-Party Technology. RBI does not have any responsibility or liability to You for any Third-Party Technology which You access and use it at Your own risk. Further, You agree to comply with any and all terms and conditions applicable to the use of Third-Party Technology and otherwise ensure that You have obtained all rights, licenses, and clearances that may be necessary to use such Third-Party Technology. We encourage You to review the terms of use and privacy policies applicable to such Third-Party Technology. 

 

NO WARRANTY

WE MAKE NO WARRANTIES AS TO HEALTH COACHING SERVICES AND CONTENT AVAILABLE THROUGH OUR WEBSITE. YOU AGREE THAT THE HEALTH COACHING SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE HEALTH COACHING SERVICES WILL BE FUNCTIONAL, UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF OUR WEBSITE, AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR HEALTH COACHIGN SERVICES, OUR WEBSITE AND CONTENT OR ON THIRD-PARTY WEBSITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

LIMITATION ON LIABILITY

RBI and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to the Health Coaching Services, or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in the Health Coaching Services (including, without limitation, as a result of breach of any warranty or other term of these Terms of Use). Any claim against us shall be limited to the amount you paid, if any, for use of the Health Coaching Services. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states, liability is limited to the fullest extent permitted by law.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Our Website, your use of Health Coaching Services, access to or purchase of the Health Coaching Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

INDEMNIFICATION

You agree to indemnify and hold harmless RBI and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation by you of this Agreement or any breach by you of your representations and warranties hereunder. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification. In such event, you shall provide Us with such cooperation as is reasonably requested by Us.

GOVERNING LAW 

You agree that all matters relating to Your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of law provisions.

ARBITRATION 

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND RBI, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. EXCEPT AS PROVIDED BELOW REGARDING THE CLASS ACTION WAIVER, SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. 

You understand and agree now that the only monetary damages that can be awarded to you through arbitration is the full refund of your payment made to date. No other financial awards of consequential damages, or any other type of damages, may be granted to you. We both agree now that the decision of the arbitrator is final and binding and may be entered as a judgment into any court having the appropriate jurisdiction. You also agree that should arbitration take place, it will be held in San Diego County in the State of California, and the prevailing party shall be entitled to all reasonable attorneys’ fees and all costs necessary to enforce the arbitrator's decision.

If any terms of this Agreement are construed as invalid or unenforceable for any reason, it shall not affect the validity or enforceability of any other term, which shall be given full force and effect.

NO WAIVER

The failure of RBI to insist on or enforce strict performance of this Agreement will not be construed as a waiver by RBI of any provision or any right it has to enforce this Agreement, nor will any course of conduct between RBI and You or any other party be deemed to modify any provision of this Agreement.

SEVERABILITY

The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions. If any of the provisions of this Agreement is held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that the Agreement will remain in full force and effect.

ASSIGNMENT

You shall not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without RBI’s prior written consent and any attempt to do so shall be void.

ENTIRE AGREEMENT

This Agreement, along with the then current version of the Terms of Use and Privacy Policy, shall constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understanding of the parties with respect thereto. Except as provided herein, any attempt to modify or supplement these this Agreement shall be void unless agreed to in writing and signed by both parties. 

CONTACT US

If you have any questions about this Notice, please contact us via email at: [email protected].