1. Welcome to KeyWise!

The following are the terms and conditions (hereinafter referred to as the “Agreement”) which govern your access and use of our online platform through which counseling may be provided (hereinafter referred to as the “Platform”). This Website is owned and operated by Health Score Inc., 256 Chapman STE 105-4 Newark, Delaware 19702, incorporated in the United States. Its affiliates, partners, representatives, employees, and contractors (hereinafter referred to as “KeyWise”, “We”, “Our”, or “Us”) provide you (hereinafter referred to as “You”, “Your”, “User”, or “Users”) with Web access or mobile application access to the Platform.

By accessing or using the Platform, You are entering into this Agreement. You should read this Agreement carefully before starting to use the Platform. If You do not agree to be bound to any of the terms of this Agreement, You must not access or use the Platform.

2. Privacy and Security

Protecting and safeguarding any information You provide through the Platform is important to Us. Information about Our security and privacy practices can be found on Our Privacy Policy (hereinafter referred to as the ‘Privacy Policy’).

By agreeing to this agreement and/or by using the Platform, You are also agreeing to the terms of the Privacy Policy. The Privacy Policy is incorporated into and deemed a part of this agreement. The same rules that apply regarding changes and revisions of this agreement also apply to changes and revisions of the Privacy Policy.

3. Subscription Pricing and Terms

KeyWise offers two auto-renewing subscription options:

$9.99 per month

$59.99 per year (that’s $4.99 a month)

These prices are for United States customers. Pricing in other countries may vary and actual charges may be converted to your local currency depending on the country of residence.

The subscription will automatically renew unless turned off in your iTunes Account Settings at least 24 hours before the current period ends. You can go to your iTunes Account settings to manage your subscription and turn off auto-renew. Your iTunes Account will be charged when the purchase is confirmed. If you subscribe before your free trial ends, the rest of your free trial period will be forfeited as soon as your purchase is confirmed.

4. Third Party Content

The Platform may contain other content, products, or services which are offered or provided by third parties (hereinafter referred to as “Third Party Content”), including but not limited to links to other Websites and advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content including but not limited to any related products, practices, terms, or policies, and We will not be liable for any damage or loss caused by any Third Party Content.

5. Disclaimer of Warranty and Limitation of Liability

You hereby release Us and agree to hold Us harmless from any and all causes of action and claims of any nature resulting from the Counselor Services or the Platform, including without limitation any act, omission, opinion, response, advice, suggestion, information, and/or service of any Counselor and/or any other content or information accessible through the platform.

You understand, agree, and acknowledge that the Platform is provided “as is” without any express or implied warranties of any kind, including but not limited to merchantability, non-infringement, security, and fitness for a particular purpose or accuracy. The use of the platform is at Your own risk. To the fullest extent of the law, We expressly disclaim all warranties of any kind, whether expressed or implied.

You understand, agree, and acknowledge that We shall not be liable to You or to any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages.

You understand, agree, and acknowledge that Our aggregate liability for damages arising with respect to this Agreement and any and all use of the Platform will not exceed the total amount of money paid by You or on Your behalf through the platform in the 12 months period prior to the date of the claim.

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with the applicable law. This limitation of liability shall survive the termination or expiration of this Agreement.

6. Your account, representations, conduct, and commitments

You hereby confirm that You are legally able to consent to receive application services, or have the consent of a parent or guardian, and that You are legally able to enter into a contract.

You hereby confirm and agree that all the information that You provided in or through the Platform, and the information that You will provide in or through the Platform in the future, is accurate, true, current, and complete. Furthermore, You agree that during the term of this Agreement You will make sure to maintain and update this information so it will continue to be accurate, current, and complete.

You agree, confirm, and acknowledge that You are responsible for maintaining the confidentiality of Your password and any other security information related to Your account (hereinafter referred to as “Account Access”). We advise You to change Your password frequently and to take extra care in safeguarding Your password. You agree to notify Us immediately of any unauthorized use of Your Account Access or any other concern for breach of Your account security. You agree, confirm, and acknowledge that We will not be liable for any loss or damage incurred as a result of someone else using Your account, either with or without Your consent and/or knowledge.

You agree, confirm, and acknowledge that You are solely and fully liable and responsible for all activities performed using Your Account Access. You further acknowledge and agree that We will hold You liable and responsible for any damage or loss incurred as a result of the use of Your Account Access by any person, whether authorized by You or not, and You agree to indemnify Us for any such damage or loss.

You agree and commit not to use an account or Account Access of any other person for any reason.

You agree and confirm that Your use of the Platform, including but not limited to the Counselor Services, are for Your own personal use only and that You are not using the Platform or the Counselor Services for or behalf of any other person or organization.

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of Our systems, services, servers, networks, or infrastructure, or any of the Platform’s systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

You agree and commit not to make any use of the Platform for the posting, sending, or delivering  of unsolicited email and/or advertisement or promotion of goods and services; malicious software or code; unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist, or potentially harmful content; any content that infringes a third party right including intellectual property rights; any content that may cause damage to a third party; and any content which may constitute, cause, or encourage a criminal action, or violate any applicable law.

You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation, or ethical code in relation to Your use of the Platform and Your relationship with the Counselors and Us.

If You receive any file from Us or from a Counselor, whether through the Platform or not, You agree to check and scan this file for any virus or malicious software prior to opening or using this file.

You will indemnify Us, defend Us, and hold Us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs, or expenses including but not limited to litigation and reasonable attorneys’ fees and expenses arising out of or relating to any of the following: Your access to or use of the Platform; any actions made with Your account or Account Access whether by You or by someone else; Your violation of any of the provisions of this Agreement; non-payment for any of the services, including Counselor Services, which were provided through the Platform; and Your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, and property or privacy right. This clause shall survive expiration or termination of this Agreement.

You confirm and agree to use only credit cards or other payment means (hereinafter referred to as “Payment Means”) which You are duly and fully authorized to use, and that all payment-related information that You provided and will provide in the future, to or through the Platform, is accurate, current, and correct and will continue to be accurate, current, and correct.

You agree to pay all fees and charges associated with Your account on a timely basis and according to the fees schedule and the terms and rates as published in the Platform. By providing Us with Your Payment Means You authorize Us to bill and charge You through that Payment Means and You agree to maintain valid Payment Means information in Your account information.

If You have any concerns about a bill or a payment, please contact Us immediately by sending an email to info@keywise.ai. We will evaluate Your issue on a case-by-case basis and, at Our discretion, take steps to resolve any issue including but not limited to helping You find a new Counselor, extending Your subscription at no cost to You, and issuing partial or full refunds when applicable.

7. Modifications, Termination, Interruption of, and Disruptions to the Platform

You understand, agree, and acknowledge that We may modify, suspend, disrupt, or discontinue the Platform, any part of or use of the Platform, whether to all clients or to You specifically, at any time with or without notice to You. You agree and acknowledge that We will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

The Platform depends on various factors such as software, hardware, and tools, either Our own or those owned and/or operated by Our contractors and suppliers. While We make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, You understand and agree that no platform can be 100% reliable and accessible and so We cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely, or error-free at all times.

8. Notices

We may provide notices or other communications to You regarding the Agreement or any aspect of the Platform by email to the email address that We have on record or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to Us must be delivered by email to info@keywise.ai.

9. Other Notes Regarding the Agreement

The Agreement and Our relationship with You shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.

You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to the Agreement or Our relationship with You, regardless of theory, shall be courts located in the State of California. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts. Nothing in the Agreement, including the choice of the laws of the State of Delaware, affects Your statutory rights as a consumer to rely on the mandatory consumer protection provisions contained in the law of the country in which You live.

The Agreement constitutes the entire Agreement between You and Us. You confirm that You have not relied upon any promises or representations by Us except as set forth in this Agreement. We may freely transfer or assign this Agreement or any of its obligations hereunder.

We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by Us, all modifications shall be effective upon posting. Therefore, You are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, You agree to be bound by such changes to the Agreement. If You do not agree to the changes, You must terminate access to the Platform and participation in its services.

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect. To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement

Last Updated: September 7, 2022