Last Updated October 1, 2025
Effective Date: October 1, 2025
Welcome to Crescent! Through the Crescent application and website portal (together, the “Software”), Vessel Partners Inc. (referred to herein as “VESSEL”, “Us”, “Our” or “We”) provides individuals and entities with access to a variety of information, resources, and interactive tools (together, the “Services”). As used below, “You” and “Your” refer to any individual or entity that uses the Software or the Services as a client of one of VESSEL’s customers, such as a therapist, clinician, or group practice (each, a “Provider”).
TO USE THE SOFTWARE AND THE SERVICE, YOU MUST ACCEPT THESE TERMS OF SERVICE (“TERMS OF SERVICE”). BY ACCESSING OR USING THE SOFTWARE OR THE SERVICE, OR BY OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SOFTWARE OR THE SERVICE.
These Terms of Service are a binding contract between the Client (as defined below) (referred to herein as “You” or “Your”) and VESSEL. These Terms of Service shall govern Your use of the Software and the Service and certain rights and obligations with respect to User Data that is placed in the Software and the Service, and associated Intellectual Property Rights thereto, including the use of the Client Portal through which You will access the Software and the Service and Your Client Profile via the Applications or Websites (as defined below).
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THESE TERMS OF SERVICE INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ THESE REQUIREMENTS CAREFULLY.
These Terms of Service apply to Your use of the Software and the Service and ALL transactions made on or through the Client Portal.
These Terms of Service may be modified by VESSEL by notifying You as provided in Sections 24 and 25 below. By continuing to access or use the Service after the effective date of any such change, You agree to be bound by the modified Terms of Service.
By accepting these Terms of Service, the person acknowledging agreement or assenting to these Terms of Service represents that they are at least 18 years of age, or the legal age of majority where in the place of residence if that jurisdiction has an older age of majority, and has the legal authority to contractually agree to these Terms of Service on behalf of the Client. If you are a minor (under 18 years of age) using this Service, your Provider is responsible for ensuring a parent or legal guardian has permitted your use of this Service, unless applicable laws allow Your Provider to provide their care or services to You without such consent. Your Provider has agreed that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data. Your Provider is responsible for obtaining such consent, prior to the use by such User of the Service. Please contact your Provider for questions pertaining to consents.
You agree that as a condition to accessing the Service, You will submit to Client verification when required by VESSEL, and provide only true and accurate identification documentation to VESSEL or its third party service providers as requested by VESSEL. You are responsible for the security of Your Client Profile information, and should take reasonable steps to ensure Your information remains confidential.
To access and use the Service, You must be a Client of a Provider using VESSEL’s Software (You must be a Client of one of VESSEL’s “Customers”). You agree to provide accurate, current, and complete information about You as prompted when signing in to the Application or web-based version of the Client Portal or other Services provided by VESSEL. You may update certain information using the management tools provided in the Service or by contacting Your Provider.
You, as the Client, are responsible for all activities conducted through Your Client Profile, including activities of other Users whose profile You may manage. In the event that fraud, violation of law, regulation or rule, or conduct that violates these Terms of Service occurs (whether by You or someone else) that is in any way connected with Your Client Profile, We may suspend or terminate Your use of the Service and Your Client Profile as described herein and if applicable, You shall be financially responsible to VESSEL for the consequences of such use.
VESSEL reserves the right to add, modify, discontinue or eliminate aspect(s), features or functionality of the Service from time to time for any reason including without limitation for purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
Please contact Your Provider if You have any questions about their privacy practices.
More information about VESSEL’s privacy practices is available in the VESSEL Client Portal Privacy Policy available at https://www.vesselpartners.com/crescent-privacy-policy.
It is Your Provider’s responsibility to comply with all applicable privacy and data protection laws and to ensure that they have provided all required notices and obtained all necessary consents (including with respect to third parties access) from You and their other patients and Clients, and that You have agreed to the collection of Your User Data (including PHI) and the access of their User Data by You, by VESSEL, and, where applicable, by other third parties. Any sample documentation that is provided by VESSEL for obtaining consent or other information from Users is for illustration only, and Your Provider alone (and not VESSEL) is responsible to ensure that such documentation is adequate and enforceable. VESSEL does not provide legal or compliance advice and Your Provider is responsible for retaining competent counsel and advisors for these purposes.
In the event of termination of these Terms of Service, whether by Your cancellation of the Agreement, Your cessation of services from a Provider who uses VESSEL’s Software, Your breach of the Agreement, or as otherwise provided in these Terms of Service, Your Provider is the controller of Your User Data. It is Your Provider’s sole responsibility (not VESSEL’s) to manage, maintain, store, or export file or files containing the User Data within the Service to ensure the secure preservation of User Data (including PHI) for You and their other clients and patients pursuant to federal and state law. VESSEL will destroy the User Data in Your Client Profile as described herein.
The Service may contain links to, or otherwise allow connections to third-party websites, servers, and online services or environments that are not owned or controlled by VESSEL. You agree that VESSEL is not responsible or liable for the content, policies, or practices of any third-party websites, servers, or online services or environments. Please consult any applicable terms of use and privacy policies provided by the third party for such websites, servers, or online services or environments.
In connection with User Data You upload or submit to or which is created by the Service, You affirm, represent, and warrant that You own or have all necessary rights and permissions to authorize VESSEL to use, retain, copy, and process the User Data in the Service and as contemplated by these Terms of Service. You agree that by uploading or submitting any User Data or Transaction Data to or through the Service, You hereby automatically at such time grant VESSEL (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, perform and display such User Data and Transaction Data (including User Data and Transaction Data that is created, collected or generated by the Service or VESSEL using the User Data and Transaction Data You submit) solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyze and use any of Your User Data and Transaction Data as VESSEL may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service.
VESSEL may on occasion need to interrupt or suspend the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that VESSEL is not liable for any interruption or suspension of the Service (whether intentional or not), and You understand that neither You nor any other User or Client Profile You manage will be entitled to any compensation for interruption or suspension of service. Likewise, You agree that in the event of loss of any User Data, We will not be liable for any purported damage or harm arising therefrom.
For more information about the limited license VESSEL provides in connection with the Software and the Service, please refer to the End User License Agreement (“EULA”) attached hereto as Annex A and incorporated herein by reference.
VESSEL’s Software and the Service is a solution We provide to allow You and Your Provider to communicate and share information remotely using video, audio, and other media capabilities. For terms related to Your use of the communications and content of the information provided to you using VESSEL’s Software and the Service, please contact Your Provider.
YOU ACKNOWLEDGE AND AGREE THAT VESSEL IS SOLELY PROVIDING THE SOFTWARE AND THE SERVICE AS A PLATFORM AND VESSEL IS NOT PROVIDING MEDICAL ADVICE OR HEALTHCARE SERVICES. THE COMMUNICATIONS AND CONTENT OF THE INFORMATION PROVIDED TO YOU USING VESSEL’S SOFTWARE AND THE SERVICE HAS BEEN PROVIDED TO YOU SOLELY BY YOUR PROVIDER. VESSEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED – AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY – IN CONNECTION WITH ANY HEALTHCARE SERVICES, MEDICAL ADVICE, PRESCRIPTIONS OR MEDICATION RECOMMENDATIONS DELIVERED THROUGH THE SERVICE.
You may not upload, store or share any User Data with respect to Telehealth that violates these Terms of Service or applicable law. Although We have no obligation to screen, edit or monitor User Data provided in connection with Telehealth, We may delete or remove User Data at any time and for any reason.
Users of VESSEL’s Software and Service are solely responsible for their conduct while accessing or using VESSEL’s Software and Service. Such conduct must not violate these Terms of Service or any applicable law, contract, intellectual property or other third-party right or commit a tort. Without limitation to the foregoing, You will not:
You may only upload or otherwise share User Data that You have all necessary rights to disclose. You may not upload, store or share any User Data that:
By accessing or using the Service, You acknowledge that information about You and other Users or Client Profiles You may manage will be processed in, transferred to and stored in both the United States and other countries, where You and other Users may not have the same rights and protections as provided under local law.
You agree that You will not, and will ensure those whose Client Profile You manage do not:
Any violation by You of these Terms of Service may result in immediate suspension or termination of Your use of the Service without any compensation at VESSEL’s option.
You agree not to hold VESSEL liable for the User Data or Transaction Data, or for the actions, or inactions of You or other Users of the Client Portal or of other third parties. As a condition of access to the Client Portal, You release VESSEL (and its officers, directors, shareholders, agents, parents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have or claim to have with one or more other users of the Client Portal or with other third parties, including whether or not VESSEL becomes involved in any resolution or attempted resolution of the dispute. If You are a California resident, You waive California Civil Code Section 1542 (as may be amended). The statute currently provides: “A general release does not extend to claims that the creditor or the releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
VESSEL PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, THE APPLICATIONS, AND YOUR CLIENT PROFILE, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, VESSEL AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR CLIENT PROFILE RESIDING ON VESSEL’S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS.
VESSEL does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, the Applications or Your Client Profile, and You understand that You shall not be entitled to compensation based on VESSEL’s failure to provide any of the foregoing other than as explicitly provided in these Terms of Service. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to You.
IN NO EVENT SHALL VESSEL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE SOFTWARE, THE WEBSITES, THE SERVERS, YOUR CLIENT PROFILE (INCLUDING ITS TERMINATION OR SUSPENSION) OR THESE TERMS OF SERVICE, WHETHER OR NOT VESSEL MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL VESSEL’S CUMULATIVE LIABILITY TO YOU EXCEED ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to You.
Upon termination of Your relationship with or provision of services from Your Provider, the license granted by VESSEL to use the Website, Software, Applications, and the Service will automatically terminate, and all User Data in Your Client Profile will only be retained as long as Your Provider stores Your User Data in their Account. Your Provider is responsible for managing all data and ensuring the secure preservation of PHI for their Clients pursuant to federal and state law, and ethical requirements. If Your Client Profile is deleted by Your Provider, or if Your Provider disables the Client Portal, You will no longer be able to access the Software.
VESSEL reserves the right to terminate Your use of the Software at any time, with or without any reason. We may suspend or terminate Your license to use the Software if We determine in Our discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of VESSEL or any third party. If You fail to comply with any of these Terms, Your license to use the Software may immediately terminate without notice or further action by VESSEL. Upon termination You must delete the App from Your device(s).
The following terms will survive any termination of these Terms of Service: Sections 1, 2, 4, 8, 9, 11, and 14 through 24.
In the event of a Dispute between You and VESSEL (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in the State of Delaware. In the event that there is any Dispute between You and VESSEL that is determined not to be subject to arbitration pursuant to the preceding sentence, You agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware. You agree that these Terms of Service and the relationship between You and VESSEL shall be governed by the Federal Arbitration Act and the laws of the State of Delaware without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, CONSOLIDATION OF YOUR DISPUTE WITH OTHER ARBITRATIONS, OR ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED AND ARE WAIVED BY YOU, AND AN ARBITRATOR WILL HAVE NO JURISDICTION TO HEAR SUCH CLAIMS. IF A COURT OR ARBITRATOR FINDS THAT THE CLASS ACTION WAIVER IN THIS SECTION IS UNENFORCEABLE AS TO ALL OR SOME PARTS OF A DISPUTE, THEN THE CLASS ACTION WAIVER WILL NOT APPLY TO THOSE PARTS. INSTEAD, THOSE PARTS WILL BE SEVERED AND PROCEED IN A COURT OF LAW, WITH THE REMAINING PARTS PROCEEDING IN ARBITRATION. IF ANY OTHER PROVISION OF THIS DISPUTE RESOLUTION SECTION IS FOUND TO BE ILLEGAL OR UNENFORCEABLE, THAT PROVISION WILL BE SEVERED WITH THE REMAINDER OF THIS SECTION REMAINING IN FULL FORCE AND EFFECT.
The Service is a United States-based service. We make no warranty or representation that any aspect of the Service is appropriate for use outside of the United States or may be used for persons who are then located outside the United States. This includes You, and any other Client(s) whose profile(s) You may manage. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Software is subject to applicable export laws and restrictions. VESSEL bears no liability or responsibility in connection with Clients who access the Client Portal from any country outside the United States.
You may not assign these Terms of Service without Our prior written consent. You may not transfer or sublicense any licenses granted by VESSEL in these Terms of Service without Our prior written consent. We may assign these Terms of Service, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under these Terms of Service without Your consent.
These Terms of Service and the EULA set forth the entire agreement and understanding between You and VESSEL with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. VESSEL reserves the right to modify these Terms of Service at any time upon reasonable notification to You. If any future change is unacceptable to You, You should discontinue using the Service. Your continued use of the Service after You have received notice of any changes to these Terms of Service will always indicate Your acceptance of these Terms of Service and any changes to it.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement these Terms of Service and the EULA, and You agree not to make any claims inconsistent with this understanding or in reliance on communications not part of these Terms of Service or the EULA. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of these Terms of Service. If any provision of these Terms of Service shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
VESSEL may provide notice to You and obtain consent from You (1) through the Website (2) by electronic mail at the electronic mail address associated with Your Client Profile; and/or (3) through the Applications.
We may provide Users information, notices, and product updates by email or posting through the Website, Application, or Service. Most of the communications sent to You are sent on behalf of Your Provider. The emails and other communications You will receive include those relating to billing, accessing the Client Portal, appointment reminders, survey requests (for product and Service improvement purposes), and administrative announcements (including related to these Terms of Service, Our Privacy Policy, or security incident notifications). You understand that by using the Service and agreeing to these Terms of Service, VESSEL will send to You the foregoing communication types and You hereby waive any right to opt out of such communications to the extent permitted by applicable law. Your Provider is responsible for obtaining either requisite consent or ceasing email communication to You in the event that You opt out of receipt of any such communications.
Annex A
End User License Agreement
Scope of the License and Restrictions
Subject to Your compliance with this EULA, VESSEL hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Software and the Services specifically as set forth herein. This limited license is granted solely for the purpose of performing those functions and tasks available to You as an end user of a properly licensed version of the Software and Services, and is expressly conditioned upon You continuing to be a Client.
You are not permitted to:
VESSEL reserves the right to audit Your use of the Software or Services to ensure Your compliance with this EULA.
The actions above are prohibited whether done directly or indirectly. The actions above are prohibited whether done with respect to all or just a part of the Software or the Services.
This EULA will govern any upgrades provided by VESSEL that replace and/or supplement the original Software or Services, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern, and You agree to promptly install any such upgrade and cease use of the prior version. Nothing in this paragraph creates an obligation for VESSEL to prepare or provide any upgrades to the Software or Services.
User Data
In connection with Your access to and use of the Software or Services, VESSEL processes the information and other content that You upload, stream or submit, or that is otherwise generated or collected from You on behalf of Your Provider. This may include, but is not limited to, profile data, health information, video, image and sound data, and personal or financial information collected from a credit card, debit card or other payment method (collectively, “User Data”). If You make any User Data available to VESSEL, You represent and warrant that the User Data is accurate, complete and up-to-date.
Your Provider and VESSEL have entered into an agreement that restricts how VESSEL can use User Data, such as protected health information that is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or other applicable law. For more information about the User Data restrictions set by Your Provider, please ask Your Provider.
Except as otherwise agreed with Your Provider, VESSEL retains the right to collect, store, process, maintain, upload, sync, transmit, share, disclose and otherwise use User Data to provide the Software and Services, including, but not limited to, for the purposes of authentication, performance optimization, software updates, product support, processing and providing other Services or to otherwise improve VESSEL’s products or to provide services or technologies to You and Your Provider.
You may not upload, store or share any User that violates this EULA or applicable law. Without limiting the foregoing, You are not permitted to upload, store or share any User Data that:
VESSEL has no obligation to screen, edit or monitor User Data, but reserves the right to delete, remove or suspend the use of User Data at any time and for any reason.
More information about VESSEL’s privacy practices is available in the VESSEL’s Privacy Policy available at https://www.vesselpartners.com/crescent-privacy-policy.
Software and Services
The Software and Services are intended to allow You to maintain and access certain information while You are a Client of one of VESSEL’s Customers. Specifically, the Software and Services are meant to offer You the ability to access Your Client Profile, communicate with Your Provider and provide other features related to Your relationship with Your Provider. Your Provider, not VESSEL, controls Your access to these features. You must contact Your Provider for requests to update or change Your access privileges or certain information in the Software or Services.
To use the Software or Services, You represent that You are at least 18 years of age, or the legal age of majority where in Your place of residence if that jurisdiction has an older age of majority, and have the legal authority to contractually agree to this EULA on behalf of the Client. If You are a minor (under 18 years of age) using this Service, Your Provider is responsible for ensuring a parent or legal guardian has permitted Your use of the Software and Services, unless applicable laws allow Your Provider to provide their care or services to You without such consent. Your Provider has agreed that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data or for their use of the Service. Your Provider is responsible for obtaining such consent, prior to the use by such User of the Service. Please contact Your Provider for questions pertaining to consents.
Use of the Software and Services is at Your own risk. You will be solely responsible for Your use of the Software and Services. You will be solely responsible for the decisions or actions resulting from Your use of the Software and Services.
THE SOFTWARE AND SERVICES DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS OR RECOMMENDATIONS FOR TREATMENT. THIS INFORMATION IS GIVEN TO YOU BY YOUR PROVIDER. CONSULT YOUR PROVIDER FOR MEDICAL OR HEALTH ADVICE OR INFORMATION REGARDING DIAGNOSIS OR TREATMENT OF A MEDICAL CONDITION.
Communications
You may receive communications relating to Your use of the Software and Services. Your Provider is responsible for obtaining any consents required by law to provide these communications to You. If You do not want to receive these communications, please contact Your Provider.
Please note that it is Your Provider’s responsibility to give You any Telehealth-related notices and ask You for any Telehealth-related consents required by applicable law.
Intellectual Property
The Intellectual Property Rights in and to the Software and Services are owned by VESSEL and its licensors. VESSEL’s trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “VESSEL Marks”) are also owned by VESSEL. You understand that such Intellectual Property Rights are apart from any rights You may have in User Data You upload or submit to the Software or Services.
You may receive optional surveys and questionnaires in which You can provide feedback, suggestions, comments, proposed improvements and/or modifications, and recommendations as well as other forms of written feedback on the Software or Services (collectively, referred to as “Feedback”). Feedback shall also include any and all suggestions, comments, proposed improvements, modifications, and recommendations that You share with your Provider, which You agree and hereby authorize Provider to share with VESSEL. All such Feedback shall be the sole and exclusive property of VESSEL. You hereby irrevocably transfer and assign to VESSEL, and agree to continue to irrevocably assign and transfer in the future should the need arise, to VESSEL, all right, title, and interest in and to all Feedback, including all intellectual property rights therein. You will not earn or acquire any rights or licenses in or to the Software or Services or any other VESSEL product or service or in any VESSEL confidential or intellectual property on account of this Agreement or Your performance under this Agreement, even if VESSEL incorporates any Feedback into the Software or Services and/or any other product or service. All Feedback may be used by VESSEL in any way without restriction by or obligation to You.
If, for any reason, VESSEL is not deemed to be the exclusive owner of any or all Feedback, You hereby grant to VESSEL, at no charge, an exclusive, royalty-free, worldwide, perpetual, irrevocable right and license in and to any and all Feedback. VESSEL shall have the exclusive right to reproduce, perform, display, exploit and create derivative works of the Feedback and distribute such Feedback and/or derivative works in any VESSEL technology, product or service. Any and all Feedback may be used, adopted, copied, sold, licensed, disclosed, incorporated, disseminated, exploited, modified or published by VESSEL for any purpose whatsoever (whether commercial, marketing, development or otherwise), including, without limitation, developing and marketing products and/or services incorporating any such Feedback, without obligation or further payment of any kind to You or any user, and You waive any rights whatsoever in and to any and all Feedback. You agree and acknowledge that You disclaim all rights in and to any and all Feedback and agree that VESSEL may freely use, without any further obligation, any and all Feedback. Furthermore, VESSEL may, in connection with any of its products and/or services, freely use, copy, disclose, license, distribute, and exploit any and all Feedback in any manner without any further obligation, payment, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered Your confidential information, and nothing in this Agreement limits VESSEL’s right to independently use, develop, evaluate or market any products or services, whether incorporating Feedback or otherwise.
VESSEL reserves all ownership and intellectual property rights in and to the Software and Services that are not expressly granted in this EULA.
App Terms
VESSEL may make available one or more software applications to access the Services via a mobile device (“Apps”). To use any App, You must have a mobile device that is compatible with the applicable App. VESSEL does not warrant that the Apps will be compatible with Your mobile device. You may use mobile data in connection with the Apps and may incur additional charges from Your wireless provider for these services. You agree that You are solely responsible for any such charges. VESSEL hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Apps for one account on one mobile device owned or leased solely by You, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Apps, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Apps to any third party or use the Apps to provide time sharing or similar services for any third party; (iii) make any copies of the Apps; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Apps, features that prevent or restrict use or copying of any content accessible through the Apps, or features that enforce limitations on use of the Apps; or (v) delete the copyright and other proprietary rights notices on the Apps. You acknowledge that VESSEL may from time to time issue upgraded versions of the Apps, and may automatically electronically upgrade the version of the Apps that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that this EULA will apply to all such upgrades. Any third-party code that may be incorporated in the Apps is covered by the applicable open source or third-party license agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the Apps or any copy thereof, and VESSEL or its third-party partners or suppliers retain all right, title, and interest in the Apps (and any copy thereof). Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this EULA, is void. VESSEL reserves all rights not expressly granted under this EULA.
Additional Terms for Apps from Apple App Store. The following applies to any Apps You acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this EULA is solely between You and VESSEL, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the Apple App Store terms of service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to You; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this EULA and any law applicable to VESSEL as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of You or any third party relating to the Apple-Sourced Software or Your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this EULA and any law applicable to VESSEL as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or Your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, VESSEL, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this EULA. You and VESSEL acknowledge and agrees that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this EULA as relates to Your license of the Apple-Sourced Software, and that, upon Your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA as relates to Your license of the Apple-Sourced Software against You as a third-party beneficiary thereof.
Additional Terms for Apps from Google Play Store. The following applies to any Apps You acquire from the Google Play Store (“Google-Sourced Software”): (i) You acknowledge that this EULA is between You and VESSEL only, and not with Google, Inc. (“Google”); (ii) Your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms; (iii) Google is only a provider of the Google Play Store where You obtained the Google-Sourced Software; (iv) VESSEL, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to You with respect to Google-Sourced Software or this EULA; and (vi) You acknowledge and agree that Google is a third-party beneficiary to this EULA as they relate to VESSEL’s Google-Sourced Software.
No Responsibility for Acts or Omissions of Third-Party Service Providers
VESSEL may refer names of certain third-party service providers (“Service Providers”) to You upon Your request or in connection with the Software or Services. Any Service Providers referred to You by VESSEL are not owned or controlled by VESSEL. You agree that VESSEL is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, willful or illegal conduct. You further agree to conduct Your own investigation and due diligence regarding any Service Providers referred to You by VESSEL. You agree to defend (at VESSEL’s option), indemnify and hold harmless VESSEL from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to You.
Other Third-Party Services
The Software and Services may incorporate or link content, tools, features and sites provided by third parties (collectively, “Third-Party Services”). VESSEL does not make any representation or warranty regarding the content or accuracy of Third-Party Services. Your use of Third-Party Services is at Your own risk and subject to the terms and conditions of use for such Third-Party Services.
Disclaimer of Express and Implied Warranties
VESSEL PROVIDES THE SOFTWARE AND THE SERVICES STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR CLIENT PROFILE RESIDING ON VESSEL’S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SOFTWARE OR SERVICES.
VESSEL does not ensure continuous, error-free, secure or virus-free operation of the Software and the Services, and You understand that You will not be entitled to compensation based on VESSEL’s failure to provide the Software and Services other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimers may not apply to You.
Limitation of Liability
IN NO EVENT WILL VESSEL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE SERVICES, OR THIS EULA, WHETHER OR NOT VESSEL HAS BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL VESSEL’S CUMULATIVE LIABILITY TO YOU EXCEED ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation will not apply to You.
Indemnification
You agree to defend, indemnify and/or hold harmless VESSEL, its officers, directors, shareholders, parents, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (i) any breach or alleged breach by You of this EULA or the Terms of Service; or (ii) Your acts or omissions in connection with the Software or Services, including without limitation, Your negligent, willful or illegal conduct. In any matter in which You have agreed to indemnify VESSEL, without the express written consent of VESSEL, You will not settle any matter or admit liability if, upon doing so, You are admitting liability or fault on the part of VESSEL. VESSEL reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with VESSEL’s defense of such claim.
Termination of License
Upon termination of Your relationship with Your Provider, Your license to use the Software and Services will automatically terminate, and all User Data in Your Client Profile will only be retained as long as Your Provider stores Your User Data in their account. Your Provider is responsible for managing all account data and ensuring the secure preservation of Your health information. If Your Client Profile is deleted by Your Provider, You will no longer be able to access the Software or Services.
VESSEL reserves the right to suspend or terminate Your use of the Software or Services at any time, with or without any reason. For example, VESSEL may suspend or terminate Your access to the Software or Services if VESSEL determines in its sole discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of VESSEL or any third party. If You fail to comply with any of this EULA, Your license to use the Software and Services may immediately terminate without notice or further action by VESSEL. Upon termination You must delete the Software from Your device(s).
Government Use
If the Software or Services are being used by or on behalf of the United States Government, then the following provision applies. The Software and Services will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Software or Services and any accompanying documentation by the U.S. government will be governed solely by this EULA and is prohibited except to the extent expressly permitted by this EULA. The Software and Services originate in the United States, and are subject to United States export laws and regulations. The Software and Services may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Software and Services may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Software and Services.
