Terms of Service

IMPORTANT NOTICE:

DO NOT USE THESE SERVICES FOR EMERGENCY MEDICAL OR MENTAL HEALTH NEEDS. IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY. DO NOT USE THESE SERVICES IF YOU ARE EXPERIENCING ACTIVE SUICIDAL IDEATION. CALL THE SUICIDE PREVENTION LIFELINE AT (800)-273-8255

Please read this Prospera  Agreement (“Agreement”) carefully. By accessing, downloading and/or using all or any part of the Prospera Services, you (“You” and, where applicable, “Your”) indicate Your acceptance of the following terms from Prospera, Inc. (“Prospera” “we” “us” “our”). You agree to be bound by all the terms and conditions of this Agreement. You agree that it is enforceable as if it were a written negotiated agreement signed by You. If You do not agree to the terms of this Agreement, You may not access, download and/or use the Prospera Services. In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, You and Prospera agree as follows:

 

1. Prospera  Offerings.
Prospera offers mental health and wellness support, which includes the right to access and use Prospera’s online platform (the “Prospera Platform”), the right to access and use Prospera’s online coaching program (also part of the “Prospera Platform”), and the right to allow You, for whom a subscription is purchased (each, a “User”) to use Prospera’s online platform for specified periods (each, a “Subscription Period”), and standard Prospera support (collectively, the “Prospera Services”). Prospera will provide the Prospera Services pursuant to orders that You will submit through an order form (once accepted by Prospera, each, an “Order”). Each Order will include a description of the Prospera Services, the schedule for the delivery of the Prospera Services, the applicable Subscription Period, and the associated fees, and payment terms for the Prospera Services. Each Order must be accepted by Prospera to become valid. Each Order will be deemed incorporated into this Agreement by reference and made an integral part of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order and the terms and conditions of this Agreement, the terms of this Agreement will govern.

 

2. Coaching Definition and Eligibility Requirements.
Prospera offers mental health coaching, which is defined as: a partnership (defined as an alliance, not a legal business partnership) between the Coach and the Client (“You” and, where applicable, “Your) in a thought-provoking and creative process that inspires the client to increase mental wellbeing and maximize personal and professional potential. It is designed to facilitate the creation/development of personal, professional, or business goals and to develop and carry out a strategy/plan for achieving those goals. It is NOT therapy, and the coach is NOT a licensed mental health provider in any state or country. You are solely responsible for creating and implementing your own physical, mental, and emotional well-being, decisions, choices, actions, and results arising out of or resulting from the coaching relationship and Your coaching calls and interactions with the Coach. As such, You agree that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach. You further acknowledge that You may terminate or discontinue the coaching relationship at any time. You acknowledge that coaching is a comprehensive process that may involve different areas of Your life, including work, finances, general health, relationships, education, motivation, organization, recreation, and more. You agree that deciding how to handle these issues, incorporating coaching principles into those areas, and implementing choices is exclusively Your responsibility. You acknowledge that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, substance abuse treatment, or other professional advice by legal, medical, or other qualified professionals and that it is Your exclusive responsibility to seek such independent professional guidance as needed. You also acknowledge that you will be unable to access or use the Prospera Platform and Services if we conclude that you are not a good fit for Coaching.

 

3. Fees and Payment Terms.
The fees and payment terms applicable to Prospera Services and related support are billed monthly or every 3 months (depending on subscription plan). Payment will be made with a credit card, which will be stored by Prospera for continuous auto-billing each month. Payment information can be changed at any time through the Prospera website.

 

4. Confidentiality.
Personal information or business information supplied by Clients through the Prospera Services, Prospera Platform, and during Coaching Sessions will be treated as confidential. It will not be disclosed to a third party without the Client's prior permission, except for where 1) required by law, 2) where action might be necessary to prevent harm to the Client or someone else, 3) the Client discloses elder or child abuse, 4) the client discloses that they have come into possession of child pornography

 

5. Term, Termination and Effects of Termination.
This Agreement commences upon the date You first access, download or use the Prospera Services (“Effective Date”) and continues to the end of the last effective Subscription Period. Unless otherwise set forth in an Order, Prospera Services shall have a term of 1 month or 3 months depending on the payment plan, and shall automatically renew for additional terms unless either party provides notice of non-renewal to the other party no later than 1 day prior to the renewal date. Prospera may change the pricing for Subscription Terms subsequent to the initial Term (each a “Renewal Term”), in its sole discretion. Upon any expiration or termination of this Agreement, (a) Prospera will cease providing the Prospera Services, (b) You will cease any access to the Prospera Platform and Coaching services.

 

6. Representations and Warranties.
Each party represents and warrants that (a) this Agreement is valid, binding and enforceable against it in accordance with its terms, and (b) it will fulfill its obligations under this Agreement in accordance with all applicable laws.

 

7. Disclaimer.
EXCEPT AS SET FORTH IN SECTION 5, PROSPERA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, MENTAL OR PHYSICAL FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COACHING DOES NOT CONSTITUTE MEDICAL ADVICE OR THERAPY.  PROSPERA WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF PROSPERA.

 

8. Limitation of Liability.
EXCEPT FOR MISAPPROPRIATION OF PROSPERA’S INTELLECTUAL PROPERTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; AND (B) EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO PROSPERA DURING ALL PRIOR SUBSCRIPTION PERIODS UNDER THIS AGREEMENT

 

9. ​​Indemnity.
You will indemnify and hold harmless Prospera and its officers, directors, employees, coaches, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms

 

10. General Provisions.
Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The state or federal court in San Francisco County, California will be the jurisdiction in which any suits should be filed if they relate to this Agreement.

 

11. Ownership.
As between the parties and subject to the grants expressly set forth in this Agreement, Prospera owns all right, title and interest in and to the Prospera Services and anonymous/aggregate data, feedback, and any and all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights embodied in or related to the foregoing.

 

12. Subcontractors.
Prospera may use the services of third-party contractors (coaches) and other subcontractors and permit them to provide the Prospera Services. In the event of litigation arising out of use of the Prospera Services, no third party contractors will be individually named or sued. All litigation will be between Prospera Inc. and you, the Client.

 

13. Third-Party Tools.

You acknowledge and agree that the Prospera Services utilize certain third-party videoconferencing, communications tools and other services used by Users in connection with Prospera Services, e.g., Zoom (“Third-Party Tools”). While user data provided to Prospera through Third-Party Tools remains subject to Prospera’s standard end-user terms, the use of Third-Party Tools themselves is subject to the terms and conditions of the Third-Party Tool providers. Prospera is not responsible for the operation of or any changes to the Third-Party Tools or the acts or omissions of Third-Party Tool providers.

 

14. Waiver and Severability.
A party’s delay or failure to exercise a right or remedy will not result in a waiver of that right or remedy. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable under the governing law, the remaining provisions will remain in full force and effect and will be construed so as to most nearly reflect the parties’ intent with respect to such provision.

 

15. Video Recording.

Your coach may ask you at the start of a session if you consent to the session being recorded. If you consent, your coach will record the session for ongoing quality improvement and quality assurance of our services. Video recordings are password protected and viewable only by Prospera team members who adhere to the same bounds of confidentiality as your coach. You may revoke your consent to be recorded at any time and may ask that a prior recording be deleted from Prospera records.

 

16. Miscellaneous.
This Agreement, including all Orders, constitutes the entire agreement between the parties and supersedes all previous or contemporaneous agreements between the parties, relating to its subject matter, and any change to its terms must be in writing and agreed by each of the parties.