Headspace Coaching Terms of Service

Headspace, Inc. (“Headspace”) provides meditation and mindfulness content for stress, sleep, focus, and movement, and its medical affiliate providers (as defined below) provide on-demand mental health support through coaching (“Headspace Coaching” or Teleservices as defined below). Your participation in Headspace Coaching is governed by the Headspace Terms and Conditions and these Terms of Service. In the event of a conflict between the Headspace Terms and Conditions and these Terms of Service, these Terms of Service shall govern.

Headspace uses its networks, applications, mobile applications, and third-party services (collectively, the “Software Service”) to provide tele-coaching (the “Teleservices,” together with the Software Service, the “Service”). These Terms of Service are a legally binding contract between you and Headspace regarding your use of the Service.

TELESERVICES. By using the Services, you consent to the selected Teleservices you choose to use and to the provider of such Teleservices. Such consent includes your authorization for the selected Teleservices, including without limitation the use of certain remote-access communication features/functionality (such as video, text, or audio), information and records for delivering the selected services in compliance with applicable law.

EMERGENCIES. YOU AGREE THAT THE SERVICE IS NOT INTENDED TO BE USED IN A MEDICAL EMERGENCY. IF YOU ARE HAVING THOUGHTS OF SUICIDE OR SELF-HARM , PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE. IF YOU ARE IN IMMEDIATE DANGER, PLEASE CONTACT 911 OR GO TO THE NEAREST EMERGENCY ROOM. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THESE SERVICES.

SOFTWARE SERVICES. THE SOFTWARE SERVICE IS NOT INTENDED TO BE USED FOR SELF-DIAGNOSIS OR MEDICAL ADVICE, AND THE SOFTWARE SERVICE IS SOLELY A TOOL TO BE USED IN CONJUNCTION WITH THE TELESERVICES. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, HEALTHCARE PROVIDER OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT.

1. Service Overview.

1.2 Ginger.io of California Medical P.C and its medical provider affiliates (collectively “G.io Medical”). G.io Medical is an independent, third-party professional medical corporation that provides healthcare services, including Teleservices, on behalf of Headspace. G.io Medical is a licensed medical provider that can provide coaching, medical advice, diagnosis, and treatment, as applicable.

1.3 Medical Services Disclaimer. Headspace does not provide medical or other healthcare services and solely provides the Software Services through which G.io Medical provides coaching services to you. You understand and agree that Headspace is not a licensed medical provider and does not provide medical care, healthcare services or emergency services. The coaching services you receive will be provided by professionals who work for G.io Medical referred to you by or in the Software Service.

1.4 Coaching Teleservices. You may have access to tele-coaching, which uses unlicensed personnel with the applicable educational degrees to provide such coaching, and otherwise help you clarify and understand a problem or need for change or improvement; this Teleservice is NOT INTENDED TO, NOR DOES IT, PROVIDE CLINICAL COUNSELING OR THERAPY, MEDICAL ADVICE, DIAGNOSIS, OR MEDICAL TREATMENT. While this Teleservice may be provided by a licensed medical provider such as G.io Medical, coaching is not a licensed or regulated service and does not require licensed professionals.

Please note that the Teleservice provider may use social workers, nurse practitioners, or other licensed personnel to provide or supervise call-based, video-based, or text-based Teleservices as part of the Teleservice, which may include (without limitation) medical referral or emergency call-based services.

1.5 Teleservices Restrictions. Without limiting any other restrictions set forth in these Terms, you shall refrain from any abusive, dangerous, or threatening behavior when using the Service. Headspace reserves the right to immediately terminate your access to or use of the Service if, in its sole discretion, such behavior is exhibited. Headspace has the right to contact emergency services to the extent it, in its sole discretion, Headspace believes that you pose an imminent threat of harm to yourself, to property or to another person.

2. Eligibility.

In order to use the Service, you must be at least 18 years old. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.

3. Third Party Terms

3.1 Third Party Services and Linked Websites. Headspace may provide tools through the Service that enable you to export information, including User Content, to third party services. By choosing to use one of these tools, you agree that Headspace may transfer that information to the applicable third party service. You acknowledge these third party services are not under Headspace’s control, and, to the fullest extent permitted by law, Headspace is not responsible for any third party service’s use of your exported information. The Software Service may also contain links to third party websites. Linked third party websites are not under Headspace’s control, and Headspace is not responsible for their content.

3.2 Third Party Software. The Software Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Software Service is provided to you subject to these Terms of Service, nothing in these Terms of Service prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

4. User Content

4.1 User Content Generally. Certain features of the Software Service may permit users to upload content to the Software Service, including messages, data, text, and other types of works (“User Content”) and to publish User Content on the Software Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

4.2 Limited License Grant to Headspace. By providing User Content to or via the Software Service, you grant Headspace a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense to third party service providers acting on Headspace’s behalf) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute or use your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed as necessary to provide the Services to you.

4.3 User Content Representations and Warranties. Headspace disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Software Service. By providing User Content via the Software Service, you affirm, represent, and warrant that:

a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Headspace to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Headspace, the Service, and these Terms of Service;

b. you will not use the Services to: (i) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (ii) cause Headspace to violate any law or regulation; and

c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

4.4 User Content Disclaimer. Headspace is under no obligation to edit or control User Content that you post or publish, and will not be in any way responsible or liable for User Content. Headspace may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms of Service or is otherwise objectionable.

4.5 Monitoring Content. Headspace does not control: (a) User Content; or (b) the use of the Software Service by its users. You acknowledge and agree that Headspace reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Software Service for operational and other purposes. If at any time Headspace chooses to monitor the content, Headspace still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with the Headspace Privacy Policy.

5. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

a. use the Service except for your own personal use;

b. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

d. interfere with security-related features of the Software Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Software Service except to the extent that the activity is expressly permitted by applicable law;

e. interfere with the operation of the Software Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; or (ii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Software Service;

f. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Software Service account without permission, or falsifying your age or date of birth;

g. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

h. attempt to do any of the acts described in this Section 5 or assist or permit any person in engaging in any of the acts described in this Section 5.

6. Modification of these Terms. Headspace reserves the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section, these Terms may be amended only by a written agreement signed or agreed to by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

7. Term, Termination and Modification of the Service

7.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 7.2.

7.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Headspace may, at its sole discretion, terminate these Terms or your account on the Software Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by terminating your account via a functionality of the Software Service or by contacting customer service at help@headspace.com.

7.3 Effect of Termination. Upon termination of these Terms, subject to G.io Medical’s obligations under applicable law: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Software Service; and (c) Sections 4.2, 7.3, 8, 9, 10 and 11 will survive.

7.4 Modification of the Service. Headspace reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Headspace will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

8. Assumption of Risk.

The Software Service and any related data supplied to you by the Headspace Entities (as defined below) is not, nor a substitute for, medical advice. By granting you the right to use the Software Service, Headspace, G.io Medical and their respective officers, directors, employees, consultants, affiliates, subsidiaries and agents (together “Headspace Entities”) do not assume any obligation or liability with respect to your health or your physical activity or condition. In no event shall the Headspace Entities be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Software Service or any activity you undertake in connection with your use of the Software Service. As between you and the Headspace Entities, you are solely responsible for your use of the Software Service and your health and medical condition and treatment related thereto. The Headspace Entities shall have no liability for any unauthorized disclosure of your personally identifiable information caused by your actions or omissions.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT: (1) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER, IF YOU ARE HAVING THOUGHTS OF SUICIDE OR SELF-HARM, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE. IF YOU ARE IN IMMEDIATE DANGER, PLEASE CONTACT 911 OR GO TO THE NEAREST EMERGENCY ROOM. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THESE SERVICES; (2) HEADSPACE DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS AND IS NOT A HEALTHCARE PROVIDER; (3) HEADSPACE IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES, AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (4) ANY WRITTEN MATERIAL PROVIDED BY HEADSPACE AND NOT BY G.IO MEDICAL THROUGH THE SOFTWARE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (5) HEADSPACE IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; (6) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION; (7) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE SOFTWARE SERVICE; (8) THE HEADSPACE ENTITIES ASSUMES NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE SOFTWARE SERVICE; AND, (9) THE HEADSPACE ENTITIES ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR IS GENERATED BY THE SOFTWARE SERVICE BY YOU. In connection with your use of the Tele-coaching service, you will work with a coach who will provide personal support, encouragement and motivation. The coaches or individuals who provide the Tele-coaching services do not provide medical advice. The coaches do not provide professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the coaches or the Software Service should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your medical or other healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our mobile application or received through tele-coaching. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other healthcare professional. The information provided in or through the Software Service, the website or the coaches, is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor or physician, nurse, or any other medical or clinical healthcare professional. You agree that the Headspace Entities shall not be liable to you for any unavailability, modification, suspension or discontinuance of any feature or component of the Service.

9. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HEADSPACE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HEADSPACE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND HEADSPACE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR HEADSPACE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING HEADSPACE OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT THE HEADSPACE ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Headspace does not disclaim any warranty or other right that Headspace is prohibited from disclaiming under applicable law.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HEADSPACE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HEADSPACE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN THE ARBITRATION PROVISION AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HEADSPACE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO HEADSPACE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Miscellaneous

11.8 No Support. Headspace is under no obligation to provide support for the Service. In instances where Headspace may offer support, the support will be subject to published policies.

11.9 International Use. The Service is intended for users located within the United States. Headspace makes no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal or restricted is prohibited.