KeyWise Terms of Use

Last revised: July 14, 2021

These terms and conditions of use (“Terms of Use”) govern your use of the KeyWise mobile applications, KeyWise AI or KeyWise Research (the “Application”) owned and controlled by KeyWise, Inc. (“KeyWise,” “we,” “our,” or “us”). The terms “you” and “your” means you, your dependents if any, and any other person accessing your KeyWise Account.

This Application may be offered to you as part of your participation in various research studies (each, a “Study”). Alternatively, this Application may be offered to you by an organization you are a member of (“Member Organization”), or by your healthcare provider as part of a treatment plan or overall care plan (“Provider”) for informational purposes to assist with continuous, objective and passive tracking of a user’s mood and cognition in real-time. The professional medical services (which are provided by your Provider) and the non-clinical Application services (which are provided by KeyWise) are collectively referred to in this Terms of Use as the “Services”.

Binding Arbitration. These Terms of Use provide that all disputes between you and KeyWise that in any way relate to these Terms of Use or your use of the Application will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Arbitration for the details regarding your agreement to arbitrate any disputes with KeyWise. This provision shall not apply if you are a participant in a Study.

Services Provided – No Medical Care or Advice by KeyWise.

an online platform that provides general information to users for the purposes of assisting with stress management and mindfulness, goal setting, problem solving, positive re-appraisals of stressors, self-monitoring of mood and cognitive abilities, and meaning-making and benefit-finding. The online platform may be made available to you through your participation in a Study or by your Provider as party of an overall treatment plan or care plan. Whether you are a participant in a Study or you are granted access to the Application by your Provider, KeyWise does not provide medical advice or care through the Services or Application.

KeyWise provides support services to Providers. The Providers deliver clinical services via the Application to their patients. Providers are not contracted or employed by KeyWise. The Providers, and not KeyWise, are responsible for the quality and appropriateness of the care they render to you. The Providers are independent of KeyWise and are merely using the Application as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from KeyWise. Your interactions with the Providers via the Application are not intended to take the place of your relationship with your regular health care practitioners or primary care physician. Neither KeyWise, nor any of its subsidiaries or affiliates or any third party who may promote the Application or Service or provide a link to the Service, shall be liable for any professional advice obtained from a Provider based on the information obtained from the Application or Service, nor any information obtained on the Application. KeyWise does not recommend or endorse any specific Providers, tests, physicians, medications, products, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers based upon information obtained through the Application or Service is solely at your own risk and you assume full responsibility for all risks associated herewith.

The content of the Application and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by KeyWise. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. All information provided by KeyWise, or in connection with any communications supported by KeyWise, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law. KeyWise does not provide medical services through the Application, and the doctor-patient relationship is between you and your Provider. Please contact your Provider directly for any questions regarding your care or medical treatment.

Not for Emergencies

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.

KeyWise’s Application is not for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Application. If you believe you have an emergency, call 9-1-1 immediately.

You should seek emergency help or follow up care when recommended by a healthcare provider or when otherwise needed. You should continue to consult with your primary provider and other healthcare professionals as recommended. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or modification.

1. Availability of Application and Services

KeyWise operates subject to Illinois state and federal regulations, and the Application and/or the Services may not be available in your state. You represent that you are not a person barred from enrolling for or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Accessing the Application or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

2. Eligibility; Application Access, Security and Restrictions; Passwords

You will be provided with an KeyWise user name and password or other account credentials to access the Application (“Account”). The KeyWise user name and password are personal to you, and you are solely responsible for maintaining the confidentiality of your KeyWise user name and password, and for all activities that occur under such KeyWise user name and password. You agree to prohibit anyone else from using your KeyWise user name and password and agree to immediately notify KeyWise of any actual or suspected unauthorized use of your KeyWise user name and password or other security concerns of which you become aware. Your access to the Application may be revoked by KeyWise at any time with or without cause.

You are prohibited from violating or attempting to violate the security of the Application, including, without limitation: (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Application or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.

KeyWise may investigate occurrences that may involve violations of the system or network security and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Application or any activity being conducted on this Application.

All pages within this Application and any material made available for download are the property of KeyWise, or its licensors or suppliers, as applicable. The Application is protected by United States and international copyright and trademark laws.

Subject to these Terms of Use and the payment of all applicable fees, KeyWise grants you a revocable, nontransferable (except as provided below), personal, nonexclusive license to download, install, and use the object code version of the Application on a single mobile device, strictly in accordance with the Application’s documentation. All rights not expressly granted to you in these Terms of Use are reserved and retained by KeyWise or its licensors, suppliers, publishers, rights holders, or other content providers.

You shall not:

  • copy the Application, except as expressly permitted by this license;
  • modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;
  • reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
  • remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
  • remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.

You may not misuse the Application and Services. You may use the Application and Services only as permitted by law. The content of the Application, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Application may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by KeyWise.

You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. KeyWise reserves and shall retain its entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Users Under 18 Years Old

Our Application is not intended for children under 18 years of age. No one under age 18 may provide any information to or through the Application. We do not knowingly collect Personal Data from children under 18. If you are under 18, do not use or provide any information in our Application or on or through any of their features, including your name, email address, or any screen name or user name you may use. If we learn we have collected or received Personal Data from a child under 18 without verification of parental consent, we will delete that information. If you believe we may have collected information from a child under 18 without parental consent, please contact us at support@keywise.tech.

5. Intellectual Property

With the exception of your electronic medical record, KeyWise and your Provider, as applicable, retain all right, title, and interest in and to the Application, the Services and any information, products, documentation, software, or other materials on the Application, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information on the Application licensed by KeyWise. The information available through the Application and the Services is the property of KeyWise. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of KeyWise trademarks, service marks, and logos are strictly prohibited without the prior written permission of KeyWise. The immediately foregoing sentence also applies to any third party trademarks, service marks, and logos posted on the Application. Nothing contained on the Application should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Application without the written grant thereof by KeyWise, or the third party owner of such trademarks, service marks, or logos. The Application may contain other proprietary notices and copyright information, the terms of which you agree to follow.

KeyWise may delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, obscene, or in violation of copyright, trademark, or other intellectual property or ownership right of any other person or entity.

6. Accuracy of Information; Functionality

Although KeyWise attempts to ensure the integrity and accurateness of the Application and Service descriptions, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Application, Service descriptions and other content on the Application. It is possible that the Application could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Application by third parties. In the event that an inaccuracy arises, please inform KeyWise so that it can be corrected. Information contained on the Application may be changed or updated without notice.

KeyWise and your Provider each reserves complete and sole discretion with respect to the operation of the Application and the Services. We may withdraw, suspend, or discontinue any functionality or feature of the Application or the Services among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Application or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Application or the Services in accordance with our internal record retention or destruction policies.

7. User Information

KeyWise or your Provider or Member Organization may disclose information about our users that has been combined to result in de-identified information.

You agree not to: (i) access the Application or use the Services in any unlawful way or for any unlawful purpose; (ii) transmit (1) a message under a false name, or (2) any data, materials, content, or information (including, without limitation, advice, and recommendations) (collectively “Information”) which is (A) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (B) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Application or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Application or the Services; (v) use robots or scripts with the Application; (vi) attempt to reverse engine, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Application; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to KeyWise; (ix) alter the attribution or origin of electronic mail, messages, or posting; (x) harvest or collect personal health information about any other individual who uses the Application or the Services; and (xi) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such rights of third parties.

8. CAN-SPAM Act Compliance

KeyWise and your Provider are committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”). Emails and newsletters received from us are intended to fully comply with the CAN-SPAM ACT. In the event you receive an email from us which you do not believe is fully compliant with the CAN-SPAM ACT, please contact us immediately at the address listed below under the section “How to Contact Us”.

9. Disclaimer of Warranties

Keywise does not warrant that access to or use of the application will be uninterrupted or error-free or that defects in the application will be corrected. This application, including any content or information contained within it or any service, is provided “as is,” with all faults, with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, quality of information, quiet enjoyment, and title/non-infringement. Keywise does not warrant the accuracy, completeness, or timeliness of the information obtained through the application. You are responsible for implementing procedures sufficient to satisfy your needs for data back up and security.

10. Limitation of Contract Liability Regarding Use of Application

Except as provided by law, and without limitation:

Keywise shall not be liable for the acts or omissions of the providers. Keywise and any third parties mentioned on this application are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages whatsoever (including, without limitation, those resulting from lost data arising out of or relating in any way to the application, services, content or information contained within the application), based on any warranty or contract,theory and whether or not advised of the possibility of such damages. Your sole remedy for dissatisfaction with the application, services is to stop using the application or those services.

11. Limitation of Time to File Claims

Any cause of action or claim you may have arising out of or relating to these terms of use or the application must be commenced within one (1) month after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

12. Assignment

You may not assign, transfer, or delegate the Terms of Use or any part thereof without KeyWise’s prior written consent. KeyWise may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.

13. Dispute Resolution

We will try to work in good faith to resolve any issue you have with the Application, if you bring that issue to the attention of our research team. However, we realize that there may be rare cases where we may not be able to resolve an issue to a individual’s satisfaction. You and KeyWise agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Application, shall be determined in accordance with the laws of the State of Illinois with exclusive jurisdiction and venue for any claims will in state or federal courts located in and for Cook County, IL, unless prohibited by law.

14. Arbitration

This provision shall not apply if you are a participant in a Study. For all other users, please read this section carefully as it affects your legal rights.

We will try to work in good faith to resolve any issue you have with the Application, including without limitation, Services received through the Application, if you bring that issue to our attention. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.

Except for disputes that qualify for small claims court, all disputes arising out of or related to these terms of use, use of the services or any aspect of the relationship between you and keywise, 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 sch and you are each waiving the right to trial by a jury. 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 these terms of use 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.

Further, unless both you and KeyWise agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Arbitration Procedures. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc., (JAMS) under the JAMS Comprehensive Arbitration Rules and Procedures as they exist on the effective date of these Terms of Use, and as amended by these Terms of Use. The Comprehensive Arbitration Rules and Procedures are available online at https://jamsadr.com/rules-comprehensive-arbitration. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in Cook County, IL. The arbitrator’s decision will follow these Terms of Use and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms of Use will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

If the arbitration terms and conditions of this Section 14 are found to be unenforceable, then (i) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect, and (ii) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Cook County, IL.

15. Misuse of Application

You agree to be responsible for all demands, losses, liabilities, damages, claims, causes of action, actions, and lawsuits arising out of: (a) your breach of the Terms of Use or Privacy Policy; or (b) any negligent or wrongful act or omission by you in your use or misuse of the Application, Services, or any information on the Application, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

16. Application Support; Functionality

All questions and requests relating to Application support must be directed to KeyWise. To submit a support request, please email us at support@keywise.tech. The App Store Operators, as defined in Section 17, are not responsible for providing support for the application portions of the Application and may not be contacted for support. Please note that we may change or remove functionality and other features of the Application at any time, without notice.

17. App Store Operator Terms

The Application is hosted by an application store (the “App Store Operators”). The App Store Operators are not parties to these Terms of Use and they do not own and are not responsible for the Application. KeyWise, and not the App Store Operators, is responsible for addressing any claims raised by you or any third party regarding the Application or your use or possession thereof, including, but not limited to, claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable App Store Operators’ terms and conditions. You agree: (a) the App Store Operators disclaim all warranties, express and implied, with respect to the application, including, but not limited to, the implied warranties of non-infringement, title, merchantability, quiet enjoyment, quality of information, and fitness for a particular purpose; (b) in no event will the App Store Operators be liable to you or any third party for any direct, indirect, punitive, exemplary, incidental, special, or consequential damages (whether in contract, tort (including negligence), or otherwise) arising out of this agreement or the application, even if they have been advised of the possibility of such damages or losses; and (c) in any event, the maximum liability of the App Store Operators for all claims (whether in contract, tort (including negligence), or otherwise) of every kind will in not exceed five dollars ($5.00); and (iv) you waive any and all claims, now known or later discovered, that you may have against the App Store Operators arising out of the application and these terms of use. The App Store Operators are intended third party beneficiaries of section 17 of these terms of use, and are capable of directly enforcing this section 17. Nothing contained in these terms of use will be construed as modifying or amending any agreements or other terms between you and the App Store Operators with regard to their subject matter. In the event of any claim that the Application or your possession and use of the Application infringes a third party’s intellectual property rights, the App Store Operators are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.

18. Modified Devices and Operating Systems

KeyWise will have no liability for errors, unreliable operation, or other issues resulting from use of the Application on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including, but not limited to, use of modified versions of the operating system (collectively, “Modified Devices”). Use of the Application on Modified Devices will be at your sole and exclusive risk and liability.

19. Third Party Materials

The Application may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that KeyWise is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. KeyWise does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.

20. Updates

KeyWise may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that KeyWise has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the internet either: the Application will automatically download and install all available Updates; or you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

21. Term and Termination

The term of Agreement commences when you install the Application and will continue in effect until terminated by you or KeyWise as set forth in this Section 21. You may terminate this Agreement by deleting the Application and all copies thereof from your mobile device. KeyWise may terminate this Agreement at any time without notice if it ceases to support the Application, which KeyWise may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination: all rights granted to you under this Agreement will also terminate; and you must cease all use of the Application and delete all copies of the Application from your mobile device and Account. Termination will not limit any of KeyWise’ rights or remedies at law or in equity.

22. Revisions; General

KeyWise reserves the right, in its sole discretion, to terminate your access to all or part of this Application, with or without cause, and with or without notice. KeyWise reserves the right to modify these Terms of Use at any time, effective upon posting. Any use of the Application after such changes will be deemed an acceptance of those changes. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between KeyWise and you pertaining to the subject matter hereof. For purposes of these Terms of Use, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms of Use as a whole.

Copyright/Trademark Information. Copyright ©2021 KeyWise, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Application are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

23. How to Contact Us

KeyWise, Inc.
1440 W. Taylor St. #616
Chicago, IL 60607
Email: support@keywise.tech

© 2022 KeyWise. All Rights Reserved