Terms of service

These Terms of Service (the “Agreement”) are between the user (“You”) and Bruin Health, Inc. (“Bruin Health”) and govern your use of the Platform (as described below). By clicking on the checkbox marked “Accept” on the registration page or by accessing or using the Platform, you indicate that you understand this Agreement and that you accept all the terms contained herein. This Agreement is effective upon the date you begin sharing the Data (described below) with Bruin Health (the “Effective Date”). You and Bruin Health may be referred to herein collectively as the “Parties” or each individually as a “Party.”

1. Platform Description.

Bruin Health has developed a platform for behavioral health assessment (as modified from time to time, the “Platform”). The Platform may provide you with one or more features or services in connection with behavioral health assessment and education.

2. Privacy Policy.

Our Privacy Policy describes how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Platform is subject to our Privacy Policy.

3. Research Data Collection and Use.

Bruin Health has developed certain features for the dimensional study of mental health (as modified from time to time, the “Study Platform”). The Study Platform may provide you with one or more features or services in connection with conducting a virtual mental health research study (a “Study”).

3.1 Data Collection and Use.

The Parties agree that you will share with Bruin Health certain de-identified data from the Study as described in this Section 3.1 (the “Data”). The Data includes: participant identification numbers, assessment data, device data and any other data collected from participants in the course of taking assessments on the Study Platform. The Data will be shared with Bruin Health in the following manner: data will be stripped of any personally identifiable information and maintained in Bruin Health’s cloud-based data storage system. You hereby grant to Bruin Health, a non-exclusive, royalty-free, perpetual license to use the Data including by storing, reproducing, distributing, displaying, performing, creating derivative works of the Data as it reasonably deems fit and for Bruin Health’s product research and development purposes all in accordance with applicable laws.

3.2 Representations and Warranties.

You represent and warrant to Bruin Health that: (i) it has all requisite power and authority to enter into this Agreement and has sufficient rights in the Data to grant Bruin Health the license granted above; (ii) it has made all disclosures and secured all requisite consents required under the applicable laws from persons whose data is collected, and other individuals as applicable, regarding the collection, use and sharing of Data as contemplated herein; (iii) it has and will comply with all laws, regulations, and approved study protocols in connection with the collection, use and sharing of the Data as contemplated herein; and (iv) without limiting the foregoing, it has de-identified the Data in accordance with applicable laws before any delivery of the Data to Bruin Health. You agree to defend, indemnify, and hold Bruin Health, and its officers, directors, employees, agents, and permitted successors and assigns harmless from any and all expenses, damages, claims, actions, demands, losses (to the extent payable to a third party), liabilities and causes of action (including, but not limited to, attorneys’ fees and expenses) arising out of or relating to any third-party claim resulting from a breach of the representations or warranties in this Section 1.2.

3.3 Bruin Health Covenant.

Bruin Health shall not, unless required by law, identify or attempt to identify the natural persons associated with the Data, or further disclose the Data to any third party unless the third party is contractually bound by the same or stricter restrictions and conditions as this Section 1.3; provided however, Bruin Health may disclose the Data to those employees, partners, members, managers, representatives, or contractors of Bruin Health and its Affiliates who have a bona fide need to know such Data to perform under this Agreement.

4. Ownership.

As between the parties, Bruin Health exclusively owns all right, title, and interest, in and to (a) the Platform, (b) any software related to the Platform, and (c) any analytics, analyses, statistics, benchmarks, or other data generated by Bruin Health from the Data. Certain analyses performed for you by Bruin Health as part of the Study may be shared with you for your internal use.

5. Restrictions.

You agree not to do any of the following: (a) make changes to the Platform, repair the Platform or otherwise modify the Platform without Bruin Health’s express written consent; (b) reverse engineer, rent, lease, loan, resell, make drawings of, copy, replicate, distribute, modify or recreate the Platform (or any components thereof), the procedures associated with use of the Platform, or the software associated with use of the Platform (or any components thereof); (c) attempt to interfere with or disrupt the Platform or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services); (d) allow access to or use of the Platform by anyone other than authorized personnel; or (e) permit any third party to do any of the foregoing.

6. Not a Healthcare Provider.

The Parties agree that Bruin Health is not a health care provider and its participation in the provision of the Platform is not the practice of medicine or medical advice and does not create a provider-patient relationship. You understand and acknowledge that the Platform offers tools for your research, informational and educational purposes only, and that you are responsible for using your professional judgment to evaluate and confirm the information you obtain. Bruin Health does not provide medical advice and does not make diagnostic, treatment, or other clinical decisions or judgments. BRUIN HEALTH DOES NOT WARRANT OR GUARANTEE THAT THE INFORMATION OR ANY RESULTS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELEVANT, OR UP TO DATE. YOU, AND NOT BRUIN HEALTH, ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL MEDICAL OR RESEARCH STUDY INFORMATION, AND FOR COMPLYING WITH ALL APPLICABLE LAWS, REGULATIONS, LICENSING REQUIREMENTS, AND RESEARCH PROTOCOLS.

7. Warranty Disclaimers.

THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

8. LIMITATION ON LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. Term and Termination.

9.1 Term.

The term of this Agreement will commence upon the Effective Date and will, unless terminated as provided for below, continue for a period of one (1) year from the Effective Date (“Initial Term”), and will automatically renew for subsequent one (1) year-terms (each a “Renewal Term”), unless either Party provides a termination notice thirty (30) days prior to the end of the Initial Term or the applicable Renewal Term. The Initial Term together with the Renewal Terms, if any, will be collectively referred to as “Term”.

9.2 Termination for Breach.

Either Party may terminate this Agreement upon thirty (30) days written notice if the other Party is in material breach of any of its obligations under this Agreement and such party fails to remedy the breach within such thirty (30) day period.

9.3 Survival.

The provisions of Section 1, 2, 3, and 5 will survive any termination or expiration of this Agreement.

10. General.

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Neither party may assign this Agreement, in whole or in part without the other party’s prior written consent, except in case of merger or sale of all or substantially all assets of the assigning party. Any attempt by either party to assign or transfer this Agreement in violation of the above restriction will be void. Waiver of any one default will not waive subsequent defaults of the same or different kind, and no failure or delay of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. This Agreement along with the exhibits hereto constitutes the entire agreement between the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications with respect to the subject matter. This Agreement may not be modified except by written agreement of both parties. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.