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SmartTec Inc. ("SmartTec") is the creator of the Okaya platform ("Okaya"). These Terms of Service (these "Terms") govern your use of our website located at https://www.okaya.me/ and all related products, services, tools, mobile applications, web applications and any other technology platforms or tools available on any SmartTec websites, including any successor apps or websites thereto (the "Services"). Throughout this document, the terms "Okaya," "SmartTec," "we," "us," and "our" may be used interchangeably to refer to the company and its products and services. The terms "you," "your" or "user" refers to you, the user. If you are using the Services on behalf of a business, association, or other entity, "you," "your" or "user" will also refer to such business, association, or other entity, unless the context clearly dictates otherwise. You represent that you are authorized to consent to these terms on behalf of such business, association, or other entity.
Please refer to our Privacy Policy for information about how we collect, use, store and disclose personal information.
DISCLAIMERS: OUR ARTIFICIAL INTELLIGENCE (AI) DRIVEN ASSESSMENTS ARE DESIGNED TO SUPPORT MENTAL HEALTH AWARENESS AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE AI TECHNOLOGY INCORPORATED INTO THE SERVICES HAS INHERENT LIMITATIONS AND MAY NOT ACCOUNT FOR ALL POSSIBLE MEDICAL CONDITIONS OR CIRCUMSTANCES PARTICULAR TO YOUR SITUATION. ALWAYS CONSULT A QUALIFIED HEALTHCARE PROVIDER FOR ANY HEALTH-RELATED CONCERNS. DO NOT USE THE PLATFORM TO DIAGNOSE OR TREAT MEDICAL CONDITIONS. THE SERVICES SHOULD NEVER BE USED IN EMERGENCY SITUATIONS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CONTACT EMERGENCY SERVICES IMMEDIATELY. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT WE MAY USE ANONYMIZED DATA TO IMPROVE OUR SERVICES AND THE OVERALL FUNCTIONALITY OF OKAYA.
NEITHER OKAYA NOR THE SERVICES PROVIDE MEDICAL CARE, DIAGNOSIS, TREATMENT, OR CRISIS INTERVENTION SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ANY INFORMATION YOU CHOOSE TO SUBMIT, INCLUDING ANY THOUGHTS OR EXPRESSIONS OF SELF-HARM OR HARM TO OTHERS, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, OKAYA DISCLAIMS ANY LIABILITY ARISING FROM SUCH DISCLOSURES OR FROM ANY RELIANCE ON THE SERVICES IN PLACE OF PROFESSIONAL OR EMERGENCY SUPPORT.
For details on how we identify, assess, and respond to concerning content, please review our Ideation Identification and Communication Strategy. If you are in crisis or believe you may harm yourself or others, contact your local emergency services or a crisis hotline immediately and do not rely on our Services.
Please read these Terms very carefully before accessing or using the Services. By using/continuing to use the Services, you acknowledge you have read and understand and agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. If you do not agree to all the terms and conditions of these Terms, then you may not access or use the Services.
To use the Services you must be, and represent and warrant that you are, (i) at least the age of majority in your state of residence and (ii) the Services are operated from the United States, (iii) your Personal Information will be collected, processed, and stored in the United States. You further warrant and represent that: (a) all registration information you submit will be true, accurate, current, and complete; (b) you will maintain the accuracy of such information and promptly update such registration information as necessary; (c) you have the legal capacity and you agree to comply with these Terms; (d) you are not a minor in the jurisdiction in which you reside; (e) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (f) you will not use the Services for any illegal or unauthorized purpose; and (g) your use of the Services will not violate any applicable law or regulation. We reserve the right, but are not obligated, to limit the use of the Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis, in our sole discretion. All descriptions of the Services are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue the Services, in full or in part, at any time.
3.1 Agreement to Provide Accurate Registration Information. If you wish to participate in certain aspects of the Services, you will need to register for an account on the Services ("Account"). By creating an Account, you agree to (i) provide accurate, current, and complete registration information about yourself, and (ii) maintain and promptly update as necessary your Account information. Any registration is solely for you and you may only use one single Account. You may not use the Accounts of others, or allow others to use your Account, and you are solely responsible for preventing unauthorized use of your Account.
3.2 User Submission of Personal Information. When creating an Account and using the Services, you will be asked to provide certain personal information. By submitting any personal information through our Services, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use and disclosure of your personal information in accordance with such Privacy Policy. You hereby grant us and all other persons or entities involved in the operation of the Services an unlimited, irrevocable, worldwide, fully-sublicensable, royalty-free right to collect, store, retrieve, transmit, use, monitor, copy, display, perform, distribute, and create derivative works, for any purpose, of any and all information you submit or upload to or through the Services. SmartTec does not assume any responsibility or liability for any information you submit, or your or third parties' use or misuse of information transmitted or received using the Services.
3.3 Account Security. You acknowledge that you shall be held solely responsible and solely liable for anything that occurs in your Account and any activity resulting from your Account. You agree that we rely on the user ID (email address) and password protection format to confirm whether users accessing and using our Services are authorized to do so. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Account. It is your sole responsibility to (i) control the dissemination and use of your user ID and password, and (ii) authorize, monitor, and control access to and use of your Account and password. You shall notify us immediately if you suspect or become aware that your Account is being used without authorization or of any other breach of security. We strongly recommend having a complex password, which should be kept secure at all times. You are also encouraged to change your password regularly. You agree that you shall use our Services only on a device with current OS security patches, passcode or biometric lock, and full-disk encryption enabled. You shall not enable screen recording, screenshots, or other capture of Services content; where the device OS prevents technical enforcement, any such capture is prohibited by this EULA and constitutes a material breach.
If you wish to either change the password associated with your Account, or cancel and remove your Account, please send us an e-mail of your request to myprivacy@okaya.me or utilize the relevant functionality located on the Services. To change the password associated with your Account, you can select "Forgot Password" on the login page or in the user settings in your administrative portal. Upon your request to have your Account terminated, we will send you an email asking you to confirm such request. Upon confirmation of your request to terminate your Account, your Account will be terminated from the Services within a reasonable time.myprivacy@okaya.me or utilize the relevant functionality located on the Services. To change the password associated with your Account, you can select "Forgot Password" on the login page or in the user settings in your administrative portal. Upon your request to have your Account terminated, we will send you an email asking you to confirm such request. Upon confirmation of your request to terminate your Account, your Account will be terminated from the Services within a reasonable time.
3.4 Consent to Receive Electronic Communications. By creating an Account, you consent to receive electronic communications from SmartTec (e.g., via email or by posting notices to the Services). These communications may include notices about your Account (e.g., password changes, check-in reminders, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
4.1 Our Intellectual Property. All content included on the Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, and the compilation of all content on the Services is the property of SmartTec or its content suppliers and is protected by United States and international copyright laws. All software used on the Services is the property of SmartTec or its software suppliers and is protected by United States and international copyright laws.
4.2 Trademarks. The trademarks, service marks, logos and trade names (collectively the "Trademarks") used and displayed on the Services are registered and unregistered Trademarks of SmartTec and others. Nothing contained on the Services grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the written permission of SmartTec or such third party that may own the applicable Trademark. Your use of the Trademarks displayed on the Services, or any other content on the Services, except as provided herein, is strictly prohibited.
You agree not to use the Services to:
The Services may contain links to third-party websites, services, or other resources that are not owned or controlled by SmartTec. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Services or share your content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such sites. You expressly release SmartTec from any and all liability arising from your use of any third-party website, service, or content.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SMARTTEC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SMARTTEC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTTEC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
You agree to indemnify, defend, and hold harmless SmartTec, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, any use of the Services' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.
10.1 Binding Arbitration. Any Disputes (as defined below) arising out of or relating to these Terms or the Services shall be resolved exclusively through final and binding arbitration, rather than in court. The term "Dispute" shall mean any claim, controversy, or dispute between you and SmartTec arising out of or relating to these Terms or the Services, whether contractual or non-contractual. EACH PARTY HEREBY WAIVES ITS CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL DISPUTES BE RESOLVED BY ARBITRATION UNDER THESE TERMS. NEITHER YOU NOR SMARTTEC WILL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHER CONSUMERS IN COURT OR IN ARBITRATION OR TO ARBITRATE ANY CLAIMS AS A REPRESENTATIVE, MEMBER, OR IN ANY OTHER REPRESENTATIVE CAPACITY OF A CLASS OR CLASS ACTION. This arbitration provision shall survive termination of these Terms. Any Disputes arising out of or relating to these Terms or the Services will be governed by the laws of the State of New York, and shall be exclusively resolved in the state and federal courts located in New York.
10.2 Exception. As a limited exception to Section 10.1 above, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.
10.3 Conducting Arbitration and Arbitration Rules. All disputes are subject to binding arbitration. Any arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except to the extent expressly modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. The arbitration will be conducted in English, and the arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
10.4 Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and each party shall bear its own costs and expenses of arbitration, including legal fees.
10.5 Injunctive and Declaratory Relief. Except as provided in Section 10.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
10.6 Class Action Waiver. YOU AND SMARTTEC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
11.1 These Terms May Change. We reserve the right, at our sole discretion, to update, change, modify, or replace any part of these Terms by posting updates and changes to the Services. We may elect to notify you of such changes by mail, email, posting of modified Terms, or some other similar manner. However, it is your responsibility to check the Services regularly for changes to these Terms. Your continued use of or access to the Services following the posting of any changes to these Terms constitutes acceptance of those changes.
11.2 Severability. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
11.3 Termination. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use the Services, or when you cease using our Services. We are free to terminate (or suspend access to) to your use of the Services (or any part thereof) or your Account, if (i) you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, or (ii) for any other reason in our sole discretion. We also may terminate these Terms at any time without notice. Even after your right to use the Services is terminated, the obligations and liabilities of the parties incurred prior to the termination date shall survive the termination and the Terms will remain enforceable against you. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, but without limitation, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.
11.4 No Assignment of the Terms. You may not assign these Terms to any other party. We may assign these Terms or delegate any or all of our rights and responsibilities under these Terms to any third parties, without notice to you.
11.5 Governing Law. These Terms and all Disputes arising out of or relating to the Terms shall be governed by, construed, and enforced in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles.
11.6 Waiver. No delay or omission by us in exercising any rights or remedies thereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by us shall not preclude further exercise or any right or remedy by us. No waiver by us shall be valid unless in writing signed by us.
11.7 Headings. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.
11.8 California Users and Residents. If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
11.9 Export Controls. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce. You represent that you are not located in a country that is subject to a U.S. Government embargo or that has been designated as a "terrorist supporting" country.
11.10 Entire Agreement. These Terms, our Privacy Policy and any other policies or operating rules posted by us on the Services or in respect to the Services constitute the complete and exclusive agreement and understanding between you and us related to the Services, and supersedes any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
11.11 Contact Information. Questions about these Terms should be sent to us at myprivacy@okaya.me or by mail to:
SmartTec Inc.
540 Mohawk Drive
Boulder, CO 80303