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Terms of Service

Oasis Mental Health Applications

These Terms of Service (“Terms”) govern access to and use of services and/or content provided by Oasis Mental Health Applications, Corp., (“Oasis”) to any institution, university, college, school, organization, or similar party (“You” or “Your” in the possessive), as well as Your authorized representatives, employees, members, and/or students (“Your Users”). These Terms govern Your access to and use of the services, including Oasis’s various websites, SMS, APIs, email notifications, documentation, software, licenses or applications, including any SaaS Agreement technology and/or application software (referred to herein individually or collectively as “Services”), and any content, information, text, graphics, photos, audio, video, or other materials, uploaded, downloaded, or appearing on the Services (referred to herein individually or collectively as “Content”), excluding any exclusions specifically noted herein. Your access to and use of the Services and/or Content is conditioned on Your acceptance of and compliance with these Terms. By accessing or using the Services and/or Content, You agree to be bound by these Terms. Relevant portions of these Terms also apply to Oasis’s third-party licensors, subcontractors, or providers. 

Basic Terms

You are solely responsible for use of the Services by You or Your Users, including any Content You or Your Users submit, post, or display to the Services, and for any consequences thereof. The Content You or Your Users submit, post, or display may be viewed by Oasis and any other person granted permission by You and/or Oasis to view the Content. You or Your Users should only provide Content that You or Your Users are comfortable sharing with others under these Terms. 

You may use the Services only if You can form a binding contract with Oasis and are not barred from receiving services under the laws of the United States or any other applicable jurisdiction. If You accept these Terms and use the Services, You represent and warrant that You are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. 

The Services that Oasis provides evolve, and the form and nature of the Services may change without prior notice to You. In addition, Oasis may stop (permanently or temporarily) providing Services (or any features within the Services) to You and/or may create limits on the use thereof at the sole discretion of Oasis without providing prior notice, unless otherwise agreed to in writing. To ensure you are aware of all updates to these Terms, please periodically check Oasis’s Services for updates and/or request a copy of the current Terms as needed. 

Restricted Access

Oasis reserves the right to reasonably restrict access to any or all portions of the Services, and any Content provided or accessed thereby, at the sole discretion of Oasis. If Oasis provides You with a username and password, API key and secret, or consumer key and secret to grant You access to such restricted portions or areas, You must ensure that these credentials are kept confidential. Oasis is not liable for any loss or damage arising from Your failure to comply with the above requirements. 

Oasis also reserves the right to disable or revoke Your username and password, API key and secret, or consumer key and secret at the sole discretion of Oasis without notice or explanation. 

Content on the Services

All Content, however transmitted, is the sole responsibility of the party transmitting such Content, whether the Content was prepared by the transmitting party or a third party. Oasis may not monitor or control all Content posted via the Services and Oasis cannot take responsibility for such Content. You or Your Users use and/or reliance on any Content or materials posted on the Services is at the risk of You or Your Users. 

Oasis does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted on the Services or any opinions expressed therein. Under no circumstances will Oasis be liable for any Content, including, but not limited to, any errors or omissions in any Content, and/or any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the Services. 

Your Rights and Obligations

Oasis is not responsible or liable for any use of Your Content by Your Institution in accordance with these Terms. You represent and warrant that You have all the rights, power, and authority necessary to grant the rights granted herein to any Content that You submit. 

If You have entered into a SaaS Agreement with Oasis, You may permit Your Users to use or access the Services only if Your Users are subject to an enforceable agreement, providing the same or greater protections for Oasis’s Confidential Information and Application IP as found in these Terms, the SaaS Agreement, and/or the Privacy Policy. “Confidential Information” includes, but is not limited to, any and all written or oral information concerning the SaaS Agreement You may enter into with Oasis, pricing and financial information, performance requirements, proposals, and text and/or graphical documentation describing the Services’ functionality (collectively, “Application Documentation”). If you have entered into a SaaS Agreement with Oasis, you agree that you will, at your expense, assist Oasis with access to, and use of, Your facilities, equipment, and personnel, as may be needed by Oasis to perform its obligations, if any, under the SaaS Agreement. 

Oasis is committed to the ethical use of Oasis’s Services by You and Your Users, and You likewise agree that You and Your Users will not use Oasis’s Services for any unethical and/or illegal purpose.

Your License to Use the Services

You will not, and You will not permit any of Your Users, to: (i) copy or duplicate any portion of the Application Documentation provided through a release, update, or upgrade, and all related intellectual property provided to You (collectively, “Application IP”); (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Application IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Application IP, and You acknowledge that nothing in these Terms will be construed to grant You any right to obtain or use such source code; (iii) modify, alter, tamper with, or repair any of the Application IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with Oasis’s prior written consent; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Application IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Application IP; or (vi) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Your rights under these Terms. You will not use any of the Application IP or Services except in compliance with these Terms. So long as you comply with these Terms, Oasis gives you a limited, nonexclusive, nontransferable, revocable license to use the Services. Your use of the Application IP or Services must comply with all applicable laws, statutes, regulations, or rules.

Oasis’s Rights and Obligations

Oasis retains all right, title and interest in, to, and under the Services, Application IP, and their components and any data Oasis provides through the Services. You acknowledge that You neither own nor acquire any additional rights in and to the foregoing that these Terms and/or any SaaS Agreement do not expressly grant.

Feedback

Oasis shall exclusively own all communications, comments, questions, suggestions, or related materials which are transmitted to Oasis, by any means, suggesting or recommending changes to the Application IP, including, new features or functionality (collectively, “Feedback”). You hereby assign all right, title, and interest in, to, and under the Feedback and agree to provide Oasis assistance to document, perfect, and maintain Oasis’s rights in the Feedback. Oasis may use, without any restrictions, attribution, or compensation to You, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback, whether or not patentable, for any purpose whatsoever. You agree and understand that Oasis is not obligated to use, display, reproduce, or distribute anything in the Feedback. 

Restrictions on Use of Services

Oasis has the right, but not the obligation, at all times to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to You. Oasis also reserves the right to access, read, preserve, and disclose any information as Oasis reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; or (v) protect the rights, property, or safety of Oasis, its users, its clients, and the public. 

While accessing or using the Services You shall not: (i) access, tamper with, or use non-public areas of the Services, Oasis’s computer systems, or the technical delivery systems of Oasis’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through Oasis’s currently available published interfaces (and only pursuant to those terms and conditions), unless You have been specifically allowed to do so in a separate written agreement with Oasis; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source-identifying information; (v) interfere with, or disrupt (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services; (vi) make available any content that is harmful to children, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (vii) impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services; (viii) make available any content that you do not have the right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity; or (ix) post content containing advertisements or other commercial solicitations without prior written permission from Oasis. 

Intellectual Property

Oasis does not claim ownership to any of the Content that You submit, post, or display on or through the Services. However, by submitting, posting, or displaying Content on or through the Services, You grant Oasis a worldwide, non-exclusive, royalty-free license to use, sublicense, transmit, display, and distribute such Content to the areas or portions of the Services designated for Your Content. With Your permission, Oasis may use Your Content in publicly accessible areas or portions of the Services, or in other types of media, including social media platforms, for promotional purposes. 

For all other Content available through the Services, Oasis is the owner or the licensee of all intellectual property rights thereto. This Content and the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. In accessing or using the Content or Services, You agree that You and Your Users will access the Content or Services for personal, non-commercial use. Any portion of this Content may not be downloaded, copied, reproduced, transmitted, stored, sold, or distributed without the prior written consent of Oasis or the copyright holder. This excludes downloading, copying, and/or printing of Content for personal, non-commercial use. 

Nothing in the Terms gives You a right to use the “Oasis” name or any of Oasis’s trademarks, logos, domain names, and other distinctive brand features. 

Oasis respects the intellectual property rights of others and expects You to do the same. Oasis will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to Oasis. If You believe Your Content has been infringed, please provide Oasis with the following information: 

(i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Oasis to locate the material; (iv) Your contact information, including Your address, telephone number, and email; (v) a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that You are authorized to act on behalf of the copyright owner. Oasis reserves the right to remove Content alleged to be infringing without prior notice, at the sole discretion of Oasis, and without liability to You. Oasis may also terminate, at the sole discretion of Oasis, a user’s account if the user is determined to be a repeat infringer. Oasis’s designated point of contact for notice of alleged copyright infringement appearing on the Services is: 

Oasis Mental Health Applications, Corp. 129 N Pennsylvania Ave. 

Greensburg, PA 15601 

Telephone: +1-724-252-4531 

Ending these Terms

The Terms will continue to apply until terminated by either You or Oasis, pursuant to the following provisions, unless You are otherwise subject to certain termination provisions arising from a SaaS Agreement with Oasis. 

You may terminate Your agreement with Oasis at any time for any reason, without notifying Oasis, by discontinuing Your use of the Services, unless otherwise provided in a SaaS Agreement. If You stop using the Services Your accounts may be deactivated due to prolonged inactivity under Oasis’s sole discretion. Oasis may suspend or terminate Your account and/or cease providing You or Your authorized user with all or part of the Services at any time for any reason, including, but not limited to, if Oasis reasonably believes: (i) You have violated these Terms; (ii) You create risk or possible legal exposure for Oasis; or (iii) it is no longer commercially viable to provide Services to You. Oasis will make reasonable efforts to notify You by the email address associated with Your account or the next time You attempt to access Your account. 

In all such cases, the Terms shall terminate, including, without limitation, Your license to use the Services, except that the following sections shall continue to apply: 3, 4, 6, 8, 9, 10, 11, 13, 14. 

Nothing in this section shall affect Oasis’s rights to change, limit, or stop the provision of the Services without prior notice, as provided above in Section 1. 

Indemnification

If You entered into a SaaS Agreement with Oasis, Oasis agrees to indemnify, defend, and hold You harmless from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any third party claim that the Application Service and/or the Application Documentation infringes such third party’s U.S. patents issued as of the Effective Date or infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction, provided You promptly notify Oasis in writing of the claim, cooperate with Oasis, and allow Oasis sole authority to control the defense and settlement of such claim. You agree to permit Oasis, at the sole discretion of Oasis, to enable You to continue to use the Application Service or the Application Documentation, or to modify or replace any such infringing material to make it non-infringing. If none of these alternatives is available, You shall, upon Oasis’s written request, cease use of, and, if applicable, return, materials subject to the infringement claim. This provision shall not apply if the alleged infringement arises from any: (i) modification of the Application IP; (ii) combination, operation, or use of the Application IP with other non-Oasis-provided software, hardware or technology; (iii) use of a superseded or altered release of any of the Application IP, if You failed to use a then-current release of the Application IP Oasis provided to you; (iv) Customer Content; or (v) Third Party Products (any of the foregoing circumstances under clauses (i), (ii), (iii), or (iv) a “Customer Indemnity Responsibility”).

THIS IS OASIS’S ENTIRE OBLIGATION AND LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION CLAIMS, AND OASIS’S LIABILITY UNDER THIS SECTION SHALL NOT EXCEED OASIS’S LIMITATIONS OF LIABILITY. 

To the extent allowable by law You agree to hold harmless, indemnify, and, at Oasis’s option, defend Oasis from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from: (i) Your or any Your Users’ negligence or willful misconduct; (ii) Your or any Your Users’ unauthorized use of the Application IP; or (iii) any claim arising out of a Customer Indemnity Responsibility, provided that You will not settle any third-party claim against Oasis without Oasis’s consent. 

Privacy and Security for Minor Users.

Oasis recognizes that certain privacy protections apply specifically to minors, generally considered to be persons under the age of 18, and accordingly have implemented privacy and security protections directed toward minor users. If You are accessing and using the Services as an institution, organization, or group, such as an educational institution, that works with minor students, members, or clients; or as a parent or guardian of a minor; or as a minor child who has been given parental permission by a parent, the following terms will also apply to You. 

    1. Institutions, Organizations, or Groups Working With Minors. You, as an institution, organization, or group that works with minors or potentially works with minors, such as K-12 education institutions, colleges and universities, social organizations, religious organizations, youth services, or similar, and your authorized representative(s), agree that you have implemented or will implement privacy and security protections sufficient to protect the confidentiality of private information for which you are responsible as part of your interaction or work with minors. While Oasis has instituted its own privacy and security protections for such information, you agree that Oasis is not responsible or liable for your inadvertent or deliberate dissemination of such information via Oasis’s Services to a third party in violation of Oasis’s and/or your own privacy and security protections for such information and/or without consent from the minor and the parent/guardian responsible for the minor, and that Oasis is not responsible or liable for any damages resulting from such dissemination. 

    1. Minor Users. As a user of the Services who is considered a minor, such as being under the age of 18, you agree that you have obtained consent from a parent/guardian for your use of the Services and/or access to a related app or website. By using the Services or accessing a related app or website, you, as a minor, represent that you have obtained consent from your parent/guardian who has read and agrees to this Agreement on your behalf. If you do not obtain such consent, then you are not authorized to use the Services or access a related app or website. 

    1. Parents and Guardians. As a parent or guardian, you represent and warrant that you are over the age of majority; that you are entering into this Agreement on your behalf and on the behalf of a minor for whom you are legally responsible (“Your Minor”); and that you have authority to bind you and Your Minor to the terms herein. You acknowledge and agree that Your Minor cannot use the Services or access a related app or website without you first accepting this Agreement on behalf of Your Minor. To the extent 

    1. Your Minor needs to set up an account, you, as the parent or guardian, are responsible for doing so, and are responsible for both all information provided in setting up that account and all actions taken by Your Minor using that account. 

    1. Collection of Minor Information. Oasis will collect only the personal information from minors that is needed for the operation and management of the Services, and only where the educational institution has contracted with Oasis to do so. Oasis first requires the consent of parents/guardians prior to collecting such information, either obtained directly from the parents/guardians or indirectly via an institution, organization, or group working with minors. If you are a minor, do not send any personal information about yourself other than what is requested upon signing up for the Services. Further information concerning how student information is handled can be found in Oasis’s Privacy Policy. 

Communication

If in the professional judgment the Oasis counselor or staff have concerns about your safety or a direct or implied  threat to the safety of someone else, from your comments or actions, you are authorizing Oasis to contact your sponsoring organization, through which you accessed this service, and/or appropriate authorities to alert them of the danger, assist in protective measures of others, and assist in rendering you aid. When Oasis communicates with these entities about the threat, only the minimum information needed to support intervention will be shared, and other information as required by law.

Disclaimers and Limitations of Liability

This section limits the liability of Oasis and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Oasis Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to You. Nothing in this section is intended to limit any rights You may have which may not be lawfully limited. 

    1. The Services are Available “AS-IS” 

You access and use the Services and Content at Your own risk. You understand and agree that Oasis provides these Services and Content to You on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE OASIS ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 

The Oasis Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or Content; (ii) any harm to Your computer system, loss of data, or other harm that results from Your access to or use of the Services or Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services or Content will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Oasis Entities or through the Services or Content, will create any warranty not expressly made herein. 

    1. Links 

The Services may contain links to third-party websites or resources. You acknowledge and agree that the Oasis Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on, or available from, such websites or resources. Links to such websites or resources do not imply any endorsement by the Oasis Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from Your use of any such websites or resources. 

    1. Purpose and Use of Services 

The Services and/or Content are provided for informational purposes and the purposes of enabling communication between You and the Oasis Entities. Additionally, the Oasis Entities may provide You or Your Users a suite of comprehensive mental health and wellbeing tools, content, and resources, including, but not limited to, non-clinical support chat with support chat personnel (“Support Chat”). The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to Oasis products and services. 

Oasis does not warrant the accuracy, completeness, or usefulness of this information at any time. Any reliance You or Your Users place on such information is strictly at Your or Your Users’ own risk. Oasis disclaims all liability and responsibility arising from any reliance placed on such content by You, Your Users, 

or any party who may have or be given access to such information. Any information You or Your Users provide or that is collected by Oasis shall be handled in accordance with Oasis’s Privacy Policy, which is hereby incorporated by reference. 

The Services and/or Content, including, but not limited to, the Support Chat, should neither be understood nor considered by You or Your Users to be a place for the practice of medicine or an attempt to practice medicine. No formal medical diagnosis, treatment, or prescriptions are allowed or offered through the Services and/or Content, including, but not limited to, the Support Chat. Except for communications with licensed health care providers via services, including, but not limited to, chat services, specifically identified and designated for such communications, which are subject to a separate privacy policy and terms of use, all information provided by You or Your Users, including, but not limited to, communications with Oasis and chat support personnel, is intended to be for general informational purposes only, and is in no way intended to create a physician-patient relationship, as defined by state and federal law, solely as a result of the use of the Services and/or Content. The Services and/or Content, including, but not limited to, the Support Chat, are not a substitute for professional medical diagnosis or treatment. Any health-related material or information provided to You or Your Users via the Services and/or Content, including, but not limited to, the Support Chat, should be understood and considered to be of a strictly general nature, and You or Your Users are responsible to carefully evaluate whether it is accurate or pertinent to a particular mental, physical, emotional, or other health condition. The Company does not guarantee that the information is or will be complete, accurate, error-free, useful for a certain purpose, or available at any time. If You or Your Users ever have a health emergency and/or other emergency, You or Your Users should immediately contact a hospital and/or your local emergency authorities for assistance. 

While some of the information You or Your Users provide or access through our services may be health- related, the Services and any information You or Your Users provide directly to or through them, except for communications with licensed health care providers via services, including, but not limited to, chat services, specifically identified and designated for such communications, are not subject to the Health Insurance Portability and Accountability Act (HIPAA), nor is any information “protected health information” as defined under HIPAA. 

    1. Limitation of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OASIS ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) YOUR ACCESS TO,USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES OR CONTENT; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. 

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE OASIS ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR, FOR AN INSTITUTION, THE AMOUNT YOU PAID OASIS, IN THE PAST TWELVE MONTHS. 

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OASIS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

General Terms

    1. English Language. 

In case of conflict, the English language version of any agreement or notice shall control. 

    1. U.S. Government End-Users. 

Each of the Application Documentation and the software components constituting the Application Service is a “commercial item” as defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Application Service and the Application Documentation with only those rights set forth therein. 

    1. Notices 

All notices required under an applicable SaaS Agreement shall be in writing, in English, and sent by certified mail or email to the address provided on the SaaS Agreement, and to Oasis at: 

Oasis Mental Health Applications, Corp. 129 N Pennsylvania Ave 

Greensburg, Pennsylvania 15601 USA 

Email: team@oasisapp.com 

    1. Assignment; Delegation. 

If You entered into a SaaS Agreement with Oasis, You may not assign any of Your rights or duties under the SaaS Agreement, without Oasis’s prior written consent. Oasis may assign any SaaS Agreement, without consent, if there is a merger, sale, transfer, or other disposition of all or most of its stock or assets. 

    1. Payment. 

To the extent the Services or any portion thereof is made available for any fee or through a subscription, your access will be granted following payment of the applicable fees to Company. Your account and access to the Services may be suspended in the event of non-payment of applicable fees. 

You represent and warrant to Company that such payment information is true and that you are authorized to use the payment instrument. For recurring subscriptions, you will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. 

    1. Force Majeure. 

Except for Payment, if You are prevented or delayed in performing Your obligations by circumstances beyond Your reasonable control, including, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, the failure or delay is not a material breach of the applicable SaaS Agreement, but the obligation will remain in full force and effect, and will be performed as soon as reasonably practicable after the termination of the relevant circumstances causing such delay, but if You are prevented from performing for more than ninety (90) days, the other Party may terminate the SaaS Agreement upon thirty (30) days’ written notice. 

    1. Advertising. 

If You entered into a SaaS Agreement with Oasis, and gave prior written consent, Oasis may reference and use Your name and trademarks, and disclose Oasis’s services for business development and marketing efforts, including on Oasis’s website. Oasis will not use any Customer Content to advertise or market to students or their parents. Oasis may use de-identified data for advertising or marketing to schools. 

    1. Independent Contractors. 

You and Oasis will, at all times, act as independent contractors, and nothing contained in these Terms, or any other agreement, will be construed or implied to create an agency, partnership, or employer and employee relationship. 

    1. Waiver and Severability. 

The failure of Oasis to enforce any right or provision of these Terms, or any other applicable agreement, will not be deemed a waiver of such right or provision. If any provision of these Terms, or any other applicable agreement, is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. 

    1. Controlling Law and Jurisdiction. 

These Terms, any action related thereto, and all other agreements between You and Oasis, unless otherwise stated, will be governed by the laws of the Commonwealth of Pennsylvania without regard to or application of its conflict of law provisions or Your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Services will be brought solely in the federal courts located in Allegheny County, Pennsylvania or state courts located in Westmoreland County, Pennsylvania, United States, and You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. 

If You are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses, then those clauses do not apply to You. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the Commonwealth of Pennsylvania (excluding choice of law). 

L. Entire Agreement. 

These Terms and Oasis’s Privacy Policy are the entire and exclusive agreement between Oasis and You regarding the Services (excluding any services for which You have an additional agreement with Oasis), and these Terms supersede and replace any prior agreements between Oasis and You regarding the Services. Other than members of the group of companies of which Oasis is the parent, no other person or company will be third party beneficiaries to the Terms. 

Oasis may revise these Terms from time to time, and the most current version may be found at https://oasiswellbeing.com/terms-of-service. Oasis may also revise the Privacy Policy from time to time, and the most current version may be found at https://oasiswellbeing.com/privacy/. By continuing to access or use the Services after those revisions become effective, You agree to be bound by the revised Terms. Any amendment to a SaaS Agreement, however, must be in writing made by the Parties, or their authorized representatives.