Terms & Conditions
Last Modified: March 14, 2025
PLEASE READ CAREFULLY THE FOLLOWING USER TERMS. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, USING OR SUBSCRIBING TO THE SERVICES, OR BY CLICKING “I AGREE” OR OTHERWISE AFFIRMATIVELY MANIFESTING YOUR INTENT TO AGREE AND BE BOUND BY THESE USER TERMS, YOU, AN INDIVIDUAL SUBSCRIBED TO, ACCESSING, AND/OR USING THE SERVICES (“YOU” AND, COLLECTIVELY WITH OTHER USERS, “USERS”) SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE USER TERMS, INCLUDING ANY ADDITIONAL POLICIES, EXHIBITS, ADDENDA, GUIDELINES OR SUPPLEMENTS WE MAKE AVAILABLE TO YOU AND ANY FUTURE MODIFICATIONS HERETO OR THERETO PURSUANT TO THESE USER TERMS (COLLECTIVELY, THE “USER TERMS”) AND THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF YOUR OWN CHOOSING REGARDING THESE USER TERMS. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO USE AND ACCESS THE SERVICES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE USER TERMS, YOU MUST NOT ACCEPT THE USER TERMS AND MAY NOT USE THE SERVICES.
DO NOT DISREGARD OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF CONTENT YOU HAVE READ ON THIS WEBSITE OR NIVATI PLATFORM. THIS NIVATI TOOL, INCLUDING ANY OF ITS RELATED COMPONENTS, SUCH AS OUR WEB AND MOBILE APPLICATION(S), PLATFORM, ASSESSMENTS, OR ANY OTHER PARTS MADE AVAILABLE BY US (COLLECTIVELY, THE “TOOL”), DOES NOT CONTAIN MEDICAL ADVICE, IS NOT INTENDED FOR MEDICAL DIAGNOSTIC PURPOSES, AND WE DO NOT MONITOR THIS TOOL OR COMMUNICATIONS FROM THIS TOOL FOR MEDICAL DIAGNOSTIC OR EMERGENCY HEALTH CARE PURPOSES.
You have the right to withdraw your consent to having the User Terms provided to you in electronic form by sending a request to support@nivati.com, in which case we will provide you with a printed copy of these User Terms.
PRODUCTS AND SERVICES
These User Terms govern your access to and use of the Tool made available by Nivati, Inc.. and professional, wellness, work-life, and related services made available to you by Nivati or our approved affiliates and vendors.
Products include, without limitation, content access, customizable scheduling access (if upgrade to services is purchased), admin dashboard access (1 per account unless purchase additional), crisis support access (if purchased as upsell).
Nivati will soon offer a mobile companion application (“App”). This App will be free of charge and available to download in the customary web based application stores.
Services include, without limitation, counseling, mental health coaching, life coaching, nutritional coaching, professional development services, career coaching, financial coaching, yoga instruction, meditation instruction, personal training, health coaching. If you elect to access and receive the Services, your care may be provided by mental health coaches and licensed health care providers.
1. GENERAL RULES FOR USE OR ACCESS
When you order (“Order”) any Products or Services, or otherwise use or access the Products or Services, you agree to be bound by these Terms and all applicable laws, rules, regulations, judicial orders, executive orders or similar binding legal instruments (“Applicable Law”). You may also be asked to click “I agree” prior to your purchase or access to the Products and Services. If you do not click “I agree”, you may not be able to complete your purchase or access the Products or Services. If you do not agree to these Terms, please do not use the Products or Services.
These Terms and the applicable Order set out the whole agreement between you and Nivati or we for the supply of the Products and Services unless expressly stated otherwise. For instance, in order to use or access certain Products or Services or other special offerings, you may be required to agree to additional terms and conditions or policies; those additional terms or policies are hereby incorporated into these Terms. Where such terms or policies are inconsistent with these Terms, the additional terms or policies will control.
Use of the Products and Services is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Products and Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.
2. CHANGES TO TERMS
Nivati reserves the right to change or update these Terms, or any other of our policies or practices, at any time. If a change to these Terms materially modifies your rights or obligations, we may notify you and require that you accept the modified Terms in order to continue to use the Products or Services. We may notify you of such changes via pop-up or push notifications within the Products or via email. If you continue to use the Products or Services after modification, you agree to abide by the modified Terms.
3. JOINING NIVATI
To access the Products or Services, each of your employees must individually sign up as a registered user (a “User”). You can do this via our Websites, our App or via certain third-party social services. If you or an employee become a User via a third-party, such third-party terms and policies may apply. To become a User, your employee will need to provide certain personal information, including but not limited to, a first name, last name, email address, date of birth and a password to be used in conjunction with that email address (“User Information”). You and the employee are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You, nor an employee, may not register for more than one User account. In order to access or use certain Products or Services, you or the employee may need to provide additional User Information.
By registering as a User and using and/or accessing the Products or Services, the employee warrants that: (i) employee are legally capable of entering into binding contracts; (ii) all User Information you submit is truthful, accurate, and up to date; (iii) employee will maintain the accuracy of such information; and (iv) employee’s use of the Products and Services does not violate these Terms or any Applicable Law.
User accounts and Subscriptions (as defined below) are not transferable. You agree to not sell, transfer, or exchange User accounts or Subscriptions in any way or under any circumstance.
4. CHILDREN
Our Products and Services are generally intended for individuals at least 18 years of age. Nivati strictly prohibits any minor (an individual of an age less than 18 years) from accessing or using any Products or Services without explicit written consent by a paternal or legal guardian.
We do not support Users under the age of 12. Any content in our Products that appears geared towards children is your interpretation. This content is only meant for you.
5. SUBSCRIPTIONS
Automatically Renewing Subscriptions. Users may access the Products or Services via a subscription fee-based program (“Subscription”). Subscriptions will be annual or multiyear options (“Subscription Term”). For the purposes of our annual subscriptions, a year constitutes 365 calendar days. Subscriptions may be charged separately for Products and Services. If you activate a Subscription, you authorize Nivati to periodically charge, on a going-forward basis all accrued sums (“Subscription Fee”) on or before the payment due date for the accrued sums. Your account will be charged per the mutually agreed terms within the applicable Statement of Work (“SOW”). The Subscription will continue, through a standard renewal process, unless and until you correctly cancel your Subscription as laid out herein, or Nivati terminates your Subscription or your account. You are responsible for the payment of the entire subscription value for the initial contract.
Your subscription plan and associated fees remain fixed during the term of your subscription, and do not vary based on usage, number of users, performance outcomes, or utilization rates.
Credit Purchases. As applicable, you can purchase credits to be utilized by you or your employees across certain of Nivati’s services. These credits don't roll over to a renewal contract and they expire at the end of each contract term. Further, there are no refunds for any unused credits and credits will not be returned or recredited if a therapy session is missed or ends earlier than the full scheduled time.
Subscription Cancellation. You may cancel your Subscription by providing at least 60-days written notice to Niviati prior to your Subscription renewal. See more about cancellation at Section 9.
No Refunds on Subscriptions. Refunds cannot be claimed for any partial Subscription Term. Nivati will bill the Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information) (“Payment Method”). You will only have access to the Products and Services while your Subscription is active and subsisting.
Subscription Methods. You may subscribe via: (i) purchasing a subscription to the Products or Services from the Website, within the App, where allowed by the App marketplace partners, or (ii) a Benefit Sponsor (as defined in Section 2.5).If your Subscription is through a Benefit Sponsor, additional terms and policies may apply, and your Subscription may be paid for, partially paid for, or managed by the Benefit Sponsor or the bundle subscription partner.
Discounts. Nivati may offer certain special discount pricing options (the “Special Discount Pricing Options”). Such Special Discount Pricing Options will only be available to qualified users (the “Qualified Users”). Nivati reserves the right to determine if you are a Qualified User in our sole discretion. Additional terms may apply to such Special Discount Pricing Options.
Prices in US Dollars include local taxes. Prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us.
6. ‘ADD ON’ SERVICES
Certain ancillary services, including but not limited to training sessions, workshops, single sign-on (SSO) integration, HRIS integration, onsite crisis support, and Nivati attendance at in-person events, may be subject to additional fees. These services may or may not be included as part of purchased Credits, as applicable.
7. PAYMENT OF FEES
Your use of the Products and Services may require you to pay fees. We reserve the right to determine pricing for the Products and Services. The fees you owe may vary based on many factors, including but not limited to your employer, healthcare provider, health plan or other Benefit Sponsor’s agreement with us, or the coverage offered by your applicable health insurance provider. We are not responsible for whether your health insurance offers any amount of coverage for the Products and Services.
If any payment due under these Terms is not received by the due date, a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) will be applied to the outstanding balance. The late fee will accrue from the original due date until the outstanding amount is paid in full. Failure to remit payment, including any accrued late fees, may result in suspension or termination of Services.
You are responsible for all applicable fees and charges incurred, including applicable taxes, unless otherwise stated in your Benefit Sponsor terms and conditions or otherwise agreed to in writing between the parties. Before you pay any fees, you will have the opportunity to review and accept the fees that you will be charged. In order to access the Products and Services, you may be required to provide your payment information. You agree to promptly notify Nivati of any changes to your Payment Method while any payments remain outstanding. You authorize Nivati or a third-party payment processor to charge all fees for the Products and Services, including all applicable taxes, to the Payment Method. If you pay any fees with a credit card, we (or a third-party payment processor) may seek pre-authorization of your credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit to cover your purchase. For all purchases or fees made with a credit card, a 3% surcharge will be added automatically.
8. BENEFIT SPONSORS
Many groups, including but not limited to employers, healthcare providers, health plans, universities, government entities, municipalities or hospitals (“Benefit Sponsor” or “Benefit Sponsors”) purchase and introduce the Products and Services to their employees, eligible dependents and members. In some cases, our Benefit Sponsors may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption, usage or supplementary payment for access to Products and Services. In such an event, the Benefit Sponsor terms and conditions will also apply to your use of the Products and Services. In the event of any conflict with such additional terms and these Terms, the additional terms will prevail.
9. CHANGING FEES AND CHARGES
We reserve the right to change our subscription fees, plans or adjust pricing for our Products and Services or any components thereof in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.
10. MEMBERSHIP CANCELLATION
We may suspend or terminate your use of the Products and/or Services as a result of your fraud or breach of any obligation under these Terms, or at any time Nivati deems appropriate. Such termination or suspension may be immediate and without notice. Your access to the Products or Services may be terminated if the relationship between Nivati and your Benefit Sponsor or provider terminates or expires, or if your relationship with your employer or provider ends. If this happens, Nivati will use reasonable efforts to give you seven (7) days’ notice before access to the Products or Services is terminated.
11. CANCELLATION FEES
Some features of the Products and Services are subject to certain cancellation fees, as disclosed via the Products and Services. For example, such cancellation fees may be owed if you miss a scheduled live session with any provider, and fail to provide the required advanced notice, as communicated to you in advance. We may suspend or terminate access to the Products and Services for any account for which any amount is due but unpaid. In addition to the amount due, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
12. PROHIBITED USE OF THE PRODUCTS AND SERVICES
By using the Products and Services you agree not to:
(a) copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, decompile, or disassemble the Products or Services in any way, or create derivative works of the Products or Services;
(b) record the Services, including any coaching, therapy or psychiatry session;
(c) use the Products or Services (or any part of them) to create any tool or software product that can be used to create software applications of any nature whatsoever;
(d) upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or Services;
(e) interfere with the servers or networks underlying or connected to the Products and Services or to violate any of the procedures, policies or regulations of networks connected to the Products or Services;
(f) access the Products or Services in an unauthorized manner, including in violation of any local, state, national or international law
(g) circumvent any territorial restrictions applied to the Products or Services;
(h) perform any fraudulent activity including impersonating any other person or entity while using the Products or Services;
(i) conduct yourself in an offensive manner while using the Products or Services (including, but not limited to, bullying, harassing, or using hate speech or degrading comments about things like race, religion, culture, sexual orientation, gender or identity, age, disability, or serious disease);
(j) use the Products or Services for any illegal, immoral or harmful purpose (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes);
(k) use the Products or Services for any purposes related to scientific research, analysis or evaluation of the Products or Services without the express written consent of Nivati;
(l) rent, lease, loan, make available to the public, sell or distribute the Products or Services in whole or in part or use the Products or Services except for your own personal use;
(m) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
(n) sell or otherwise transfer access granted under these Terms or any Materials (as defined below) or any right or ability to view, access, or use any Materials; or
We reserve the right to immediately terminate your access to or use of our Products or Services if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms.
By breaching the provisions of this Section, you may commit a criminal offense under Applicable Law. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products and Services will cease immediately.
We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.
13. MATTERS OF OWNERSHIP (INTELLECTUAL PROPERTY PROTECTIONS)
Subject to the limitations set forth in these Terms, Nivati grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to stream, download, or access and make personal non-commercial use of the Products and Services. The Products, including the source code for the Products and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of Nivati and its licensors and suppliers.
14. COPYRIGHT
All materials (including but not limited to software and content whether downloaded or not) contained in the Products and Services (“Materials”), are owned by Nivati, unless indicated otherwise. The Materials are valuable property and that other than any specific and limited license for use of such Materials, you will not acquire any ownership rights in or to such Materials. The Materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you, without our prior written consent.
The Products and Services are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the Materials for commercial purposes without obtaining a written license to do so from us. Materials may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and Services and may subject you to legal liability. Appropriate legal action may be taken for any illegal or unauthorized use of the Products or Services.
You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products or Services. If you make other use of the Products or Services, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Nivati will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
15. TRADEMARKS
Nivati®, the Nivati logo and all other Nivati product or service marks are trademarks of Nivati. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products and Services are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed or referred to on or in the Products and Services is strictly prohibited. Nivati will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
16. AVAILABILITY OF PRODUCTS AND SERVICES
Although we aim to offer you the best service possible, we make no promise that the Products and Services will meet your requirements and we cannot guarantee that the Products and Services will be fault free. If a fault occurs in the Products or Services, please report it to us at support@nivati.com and we will review your concern and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products and Services while we address the fault. We will not be liable to you if the Products and Services are unavailable for a commercially reasonable period of time.
Your access to the Products and Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new Services or Products. We will restore the Products and Services as soon as we reasonably can.
We may change or discontinue, temporarily or permanently, any feature, component, or content of the Products or Services at any time without notice to you. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by us, without prior notice to you. You agree that Nivati will not be liable to you for any unavailability, modification, suspension or discontinuance of any feature or component of the Products and Services.
17. THIRD PARTY TERMS AND LINKS
At times, we may contract with a third party to support the Products or Services we offer to you or to directly provide Services to you. In such instances, your use of the third party’s products or services will be subject to their applicable terms of service and privacy policy, which will be presented to you upon engagement with their product or service. To the extent that there is a conflict between these Terms and the terms of use for any of our third-party contracted entities, the third-party terms will apply. We reserve the right to change third-party providers at our sole discretion.
We may provide links to other websites or services for you to access. Any access is at your sole discretion and for your information only. We do not review or endorse any of those third-party websites or services. We are not responsible in any way for: (a) the availability of; (b) the privacy practices of; (c) the content, advertising, products, goods or other materials or resources on or available from; or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
18. ASSUMPTION OF RISK
By granting you the right to use the Products or Services, the Nivati Entities (as defined below) do not assume any obligation or liability with respect to your health or your physical activity or condition. In no event will the Nivati 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 Products or Services or any activity you undertake in connection therewith. As between you and the Nivati Entities, you are solely responsible for your use of the Products and Services and your health and medical conditions and treatment related thereto. The Nivati Entities will 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:
(a) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER. IF YOU ARE HAVING THOUGHTS OF HARMING OR KILLING YOURSELF, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE, AND IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 (OR YOUR LOCAL EQUIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM;
(b) NIVATI (WITH THE EXCEPTION OF ITS AFFILIATED MEDICAL PROVIDERS, AS APPLICABLE) IS NOT A LICENSED MEDICAL CARE PROVIDER; DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS; HAS NO EXPERTISE IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; AND IS NOT YOUR HEALTHCARE PROVIDER;
(c) NIVATI 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;
(d) ANY WRITTEN MATERIAL PROVIDED BY NIVATI AND NOT BY ITS AFFILIATED MEDICAL PROVIDERS THROUGH THE PRODUCTS AND SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER;
(e) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION;
(f) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS AND SERVICES;
19. Meditation Assumption of Risk
While there is research that meditation can assist in the prevention and recovery process for a wide array of conditions as well as in improving some performance and relationship issues, Nivati makes no guarantees that the Products and Services provide a physical or therapeutic benefit. There have been rare reports where people with certain psychiatric conditions like anxiety and depression have experienced worsening conditions in conjunction with intensive meditation practice. People with existing mental health conditions should speak with their health care providers before starting a meditation practice.
20. Coaching Assumption of Risk
If you access and engage with our mental health coaching service, you will work with mental health coaches who will provide personal support, encouragement and motivation (“Coaches”). The Coaches who provide the mental health coaching services do not provide medical advice, professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the Coaches, the Services or the Products 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 physician or other 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 Services, App or received through a Coach. Do not stop taking any medications without speaking to your physician or other healthcare professional. The information provided in or through our Services, App 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.
California Residents
The Board of Behavioral Sciences receives and responds to complaints regarding services provided by therapists, clinical social workers, or professional clinical counselors. You may contact the board online at www.bbs.ca.gov, or by calling (916) 574-7830.
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
21. WARRANTIES AND DISCLAIMERS
THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NIVATI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES, 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. Nivati DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES OR ANY PORTION OF THE PRODUCTS AND SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS AND SERVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND NIVATI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PRODUCTS OR SERVICES OR NIVATI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE NIVATI ENTITIES OR THE PRODUCTS AND SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PRODUCTS AND SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE 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.
Nivati’s meditation, mindfulness, sleep and movement content and mental health coaching should not be considered health care, a medical device, or considered medical advice. Only your physician or other health care provider can provide medical advice. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products and Services.
To the extent that you participate in any movement content featured in the Products or Services, you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Nivati has advised you of the necessity of doing so.
22. ELECTRONIC COMMUNICATIONS CONSENT
Email, text messaging, push notifications and other electronic communication (“Electronic Communications”), such as posting notices on the Products or Services allow Nivati to exchange information with you efficiently in connection with, but not limited to, the provisioning of our Products and Services, product information, appointment reminders, and links to surveys.
Your use of the Products and Services means that you agree and consent to the use of Electronic Communications as an acceptable form of communication for the purposes of receiving our Products and Services and product information.
By providing us with your phone number, you consent to receiving SMS/text message communications from us related to the Products and/or Services, including marketing and promotional messages, even if the phone number you provide is registered on any federal or state Do-Not-Call registry. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You may opt out of receiving SMS/ text message communications from us at any time by replying “STOP”. We will send a final SMS message to confirm that you have been unsubscribed and after this you will no longer receive SMS messages from us.
You acknowledge that Electronic Communications may not be a completely secure means of communication, and there may be the potential for such communications to be accessed in storage or during transmission.
Applicable laws require that some of the information or communications we send to you should be in writing. You agree to transact with us electronically, and that communication with us will be mainly electronic. You acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. You have the right to receive a paper copy of the communications.
23. INTERNATIONAL USE
If you are located outside of the United States, you may have access to all content and services permitted by you, except financial wellness. The purpose of such content and mental health coaching is not the diagnosis, prevention, monitoring, prediction, prognosis, treatment or alleviation of disease. Any additional services, included but not limited to counseling services, are provided by our partners or affiliates and your engagement with such additional services is governed by additional terms and policies which will be presented to you when applicable.
You may not access to the Products or Services or any features thereof from countries or territories where such access is illegal, banned or restricted, including in any sanctioned countries or territories.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CONDITIONS OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE DISCLAIMERS IN SECTION 10 OR LIMITATIONS IN SECTION 15.3 MAY NOT APPLY TO YOU.
BETA TEST PARTICIPATION
At certain times and only at the explicit request of Nivait, Customer may elect to participate in Company’s Beta Test Program (the "Program") for its new offerings under the terms and conditions set forth herein.
Company shall provide Customer with access to the Beta Product for evaluation and testing purposes only. Customer acknowledges that the Beta Product is pre-release software and may not be fully functional or error-free.
The Beta Test Program shall commence on [Start Date] and continue until [End Date], unless terminated earlier in accordance with this Addendum.
Customer agrees to use the Beta Product solely for the purposes of testing, evaluation, and providing feedback to the Company. The Beta Product shall not be used for production or mission-critical purposes.
Customer agrees to provide timely and accurate feedback regarding the Beta Product, including but not limited to usability, functionality, and performance issues ("Feedback").
Customer acknowledges and agrees that all Feedback shall be the sole property of the Company. Company may use, modify, and incorporate Feedback into its products and services without restriction or compensation to Customer.
Customer agrees to treat the Beta Product and any associated documentation, features, or materials as confidential ("Confidential Information").
Customer shall not disclose, share, or otherwise make available the Beta Product or any Confidential Information to any third party without Company’s prior written consent.
The Beta Product is provided "as-is" and "as available," with all faults and without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
To the maximum extent permitted by law, Company shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or related to Customer’s use of the Beta Product, even if advised of the possibility of such damages.
25. GENERAL
ASSIGNMENT BY US
Nivati may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
INDEMNITY
To the fullest extent permitted by law, you are responsible for your use of the Products and Services, and you will defend and indemnify Nivati, your employer, your health plan, or provider (as applicable) and each of their respective officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Nivati Entities”) from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Products or Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any Applicable Law; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. The foregoing indemnification obligation is subject to a Nivati Entity promptly informing you in writing of any such claim, demand, action, or suit; provided that any failure to so inform you will not prejudice your obligation of indemnity, except to the extent materially prejudiced thereby. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NIVATI 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 PRODUCTS AND SERVICES OR ANY MATERIALS OR CONTENT ON THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Nivati ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE NIVATI TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PRODUCTS AND SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO NIVATI FOR ACCESS TO AND USE OF THE PRODUCTS AND SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $10,000.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR AN ASSUMPTION OF RISK, 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.
NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products and Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
NOTICES
Unless otherwise specifically indicated, all notices given by you to us must be given to Nivati at support@nivati.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in these Terms. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified e-mail address of the addressee.
ENTIRE AGREEMENT
These Terms and any additional terms or policies expressly referred to in these Terms constitute the whole agreement between us and supersede all previous oral or written discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the Products and Services. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the additional terms or policies expressly referred to in these Terms. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this Section limits or excludes any liability for fraud.
EXCLUSIVE VENUE
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Nivati agree that all claims and disputes arising out of or relating to the Terms or the use of the Products and Services will be litigated exclusively in Utah.
CHOICE OF LAW
The laws of Utah, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims, except to the extent they are preempted by U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
SEVERABILITY
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
ARBITRATION AND DISPUTES
United States Users:
You agree that any dispute or claim arising out of your use of the Services, including any dispute or claim as to the application, enforceability, scope, or interpretation of these Terms or this agreement to arbitrate, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms.
YOU AND NIVATI EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, GROUP, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND NIVATI EACH WAIVE ANY RIGHT TO A JURY TRIAL. YOU AND NIVATI ALSO BOTH AGREE THAT NOTWITHSTANDING OUR AGREEMENT TO ONLY ARBITRATE DISPUTES AS STATED ABOVE, YOU OR WE MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.
If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in Salt Lake City, Utah, and you and we hereby submit to the personal jurisdiction and venue of these courts.
This agreement to arbitrate will not preclude you or Nivati from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Nivati from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Nivati’s intellectual property rights.
These Terms are governed by the laws of the State of Utah, without regard to any conflict of laws, rules or principles.
Non-US Users:
The Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or their subject matter or formation or the use of the Services shall be governed by and construed in accordance with the laws of England and Wales, subject only to mandatory provisions of consumer law in the country in which you reside.
You agree that the courts of the country in which you reside shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Services, the Terms or their subject matter or formation. Alternatively, if you are located in the EU you may raise the dispute with an alternative dispute resolution body via the EU Commission's Online Dispute Resolution Body.
Nivati is located at 10808 S River Front Pkwy #3054, South Jordan, UT 84095
