Updated Date: September 15, 2023
”), which include an agreement to arbitrate and consent to electronic communications, govern access to and use of services provided by Guide Care, Inc. (“We
” or “Guide Care
”), the Alongside website located at www.alongside.care
”), the Alongside mobile application (the “App
”), and connectivity required to utilize the content made available on the Site and the App (collectively, the Site, the App and the connectivity are referred to in these Terms as the “Services
”). Please read these Terms carefully before you, as the end user or an authorized agent of the end user (“You
”), use the Services. By accessing or using the Services You agree to be bound by these Terms. If You are a school accepting these Terms on behalf of the parents of Your students (“School
”), You agree to the terms, conditions, and notices contained or referenced herein on behalf of such parents and confirm that You are authorized to do so. In these cases, School may act as the parent’s agent and can consent under COPPA to the collection of student’s information on the parent’s behalf.
1. Purpose of Services.
Alongside’s services are for educational purposes only. The Services provide social-emotional learning and self-help wellness tools, often administered through a School’s counseling team. The tools include modules such as journaling, activities to support improved wellness (such as breathing exercises), and an AI-powered chatbot that uses chats to go through basic exercises that promote resilience, positive social and emotional development, self-monitoring, or goal setting. The chatbot uses artificial intelligence in very limited circumstances and mostly uses pre-programmed responses that have been vetted by behavioral health professionals. The AI system is not a human nor is it monitored by a human. It cannot detect or offer advice on issues it does not recognize. The AI chatbot has been programmed to attempt to recognize if You write about considering self-harm, considering harming someone else, or being abused (“Severe Issue”) and provides a nationwide phone number and texting service to help You access immediate help from a trained professional available 24/7. Additionally, the App will send an electronic notification to Your School personnel, who may be able to respond during school hours. The chatbot will not always recognize a Severe Issue and may also recognize it falsely at times. The Services, therefore, cannot be relied upon as a Severe Issue detection service. The Services are not intended, and should never be used by You, as any form of medical, behavioral health, or clinical advice, diagnosis, or treatment of any kind. If any questions or concerns related to physical or behavioral health arise during the student’s use of the Services ALWAYS seek the advice of a licensed health care provider or other qualified health care professional.
Services may connect You with personnel at Your School when You request it or You confirm that You have a Severe Issue. The personnel may include, but is not limited to, Your school counselor, psychologist, social worker, or School administrator. Any interaction with School support personnel is not considered part of the service provided by Guide Care. School support personnel may encourage use of the app per their discretion, strictly for the purpose of social-emotional learning and self-help wellness. This does not mean that the Services are a treatment of any kind.
2. Updates to the Terms.
We may revise our Terms of Service from time to time. You can see when the last update was by looking at the "Last Updated" date at the top of this page. We won't reduce your rights without your explicit consent. If we make any significant changes, we'll provide prominent notice by posting a notice on the Service and notifying you by email in advance (using the email address you provided), so you can review and make sure you know about them.
If You do not agree with the proposed changes, You should discontinue Your use of the Services before the effective date of the changes. If You continue using the Services after the updated date, You will be bound by the updated Terms.
3. Account Registration and Security.
You may use the Services for Your own personal, non-commercial use. To access certain features of the Services, You must create an account via the Site or App. It is important that You provide Us with accurate and complete information for Your account and update such information as needed. You are responsible for protecting Your account username and password, and for all activities that occur under Your account. You should immediately notify Us of any unauthorized use of Your account. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information. We will not be responsible for any loss or damage if You do not protect Your account or Your personal information.
4. Children’s Online Privacy Protection Act (“COPPA”).
If You are a school or district in the United States and want Your students who are under the age of 13 to create accounts to access the Services, as permitted by COPPA and, to the extent applicable, the Family Educational Rights and Privacy Act (“FERPA”), we rely on You, acting as an agent of the student’s parents/guardians to provide consent and authorization regarding use of the Services and collection of the Personally Identifiable Information (“PII”, as defined below). In order to collect, use, or disclose any PII, consent is required and if it is not obtained, We will not collect, use, or disclose the PII of any student.
Personally Identifiable Information (“PII”) means any information that may be used to identify an individual, including, but not limited to, a first and last name, email address, a home, postal or other physical address, phone number, and online contact information (including a screen or user name, geolocation information sufficient to identify street name and name or city or town, and persistent identifiers that can be used to recognize a user over time and across different Web sites or online services). By consenting on behalf of a student’s parent, You, as the student’s School and an authorized agent of student, acknowledge the following:
- You have (and can verify having) the authority to consent on behalf of a student’s parent.
- You have received the required Direct Notice.
- You or a parent may refuse to allow a student to access and use Services at any time and may require the deletion of Your contact information by sending an email to firstname.lastname@example.org.
5. FERPA and California AB 1584.
Regarding FERPA and California AB 1584 (Buchanan) Privacy of Pupil Records: 3rd-Party Digital Storage & Education Software (Education Code section 49073.1), Alongside will abide to the following:
- Student records obtained by Alongside from an educational institution continue to be the property of and under the control of the educational institution. The educational institution retains full ownership rights to the personal information and education records it provides to Alongside.
- Alongside users may retain possession and control of their own generated content on Alongside services.
- Parents, legal guardians, or eligible students may review personally identifiable information in the student’s records and correct erroneous information by contacting their educational institution. Additionally, Alongside users may access, correct, update, or delete personal information in their profile by signing into the App, accessing their account, and making the appropriate changes.
- Alongside is committed to maintaining the security and confidentiality of student records. Towards this end, we take the following actions: (a) we limit employee access to student data to only those employees with a need to such access to fulfill their job responsibilities; (b) we conduct regular employee privacy and data security training and education; and (c) we protect personal information with technical, contractual, administrative, and physical security safeguards in order to protect against unauthorized access, release or use.
- In the event of an unauthorized disclosure of a student’s records, We will (1) promptly notify Users unless specifically directed not to provide such notification by law enforcement officials. Notification shall identify: (i) the date and nature of the unauthorized use or disclosure; (ii) the PII used or disclosed; (iii) general description of what occurred including who made the unauthorized use or received the unauthorized disclosure; (iv) what Alongside has done or shall do to mitigate any effect of the unauthorized use or disclosure; (v) what corrective action Alongside has taken or shall take to prevent future similar unauthorized use or disclosure; and (vi) who at Alongside the User can contact. We will keep the User fully informed until the incident is resolved.
- Alongside will delete or de-identify personal information when it is no longer needed, upon expiration or termination of our agreement with an educational institution with any deletion or de-identification to be completed according to the terms of our agreement with the educational institution, or at the direction or request of the educational institution.
- Alongside agrees to work with educational institutions to ensure compliance with FERPA and the Parties will ensure compliance by providing parents, legal guardians or eligible students with the ability to inspect and review student records and to correct any inaccuracies therein as described in statement (D) above.
- Alongside prohibits using personally identifiable information in student records to engage in targeted advertising.
6. Service Use Termination.
Whether You are a School or an end user, You may terminate Your use of the Services at any time by not using the Services anymore, and/or deleting Your account. We may terminate Your use of the Services at any time by sending notice to You at the email address You provided or otherwise contacting You or posting a notice on the Site. If Your use of the Services is through Your school, the School’s termination of use may also terminate Your access.
If We terminate Your use of the Services for any reason, including due to a breach by You of these Terms or any other agreement You have entered into with Us, You may not be entitled to any refund. We are not required to provide You with notice prior to terminating Your use of the Services or with a reason for such termination.
7. Use of the Services.
Subject to Your compliance with these Terms, we grant You a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services solely for Your personal and non-commercial purposes. Your use of the Services must be in accordance with all applicable laws. You acknowledge that You do not hold, and have not acquired, any ownership rights in the Services. The following is a non-exhaustive list of the type of actions that You may not engage in with respect to the Services:
- You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, “data mine”, or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents
- You will not interfere, access, tamper with or disrupt the Services or the servers or networks connected to the Services.
- You will not attempt to probe, scan or test the vulnerability of the Services or any of our systems or network or breach any security or authentication measures.
- You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent.
- You will not use the Services or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms.
- You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity.
- You will not use, display, “frame” or “mirror” any part of the Services, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from Us.
- You will not collect or store any personal information, including personally identifiable information, from users without their express permission.
8. Consent to Electronic Communications.
If You later decide that You do not want to receive certain future communications electronically, please send an email to email@example.com, or a letter to Alongside, 301 Union St, Unit 21867, Seattle, WA 98111. You may also opt out of certain electronic communications through Your account or by following the unsubscribe instructions in any communication You receive from Us. Your withdrawal of consent will be effective within a reasonable time after we receive Your withdrawal notice described above.
We will need to send You certain communications electronically regarding the Services. You will not be able to opt out of those communications – e.g., communications regarding updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by You. If You withdraw Your consent to receive communications electronically, certain Services may become unavailable to You.
9. Intellectual Property Rights.
We and our licensors retain all ownership rights, title, and interest (including all intellectual property rights) worldwide to the Services, including to all software and Service-provided content. No rights are granted to You other than as expressly set forth in these Terms. All trademarks, service marks and trade names are owned by Alongside or other respective owners.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR LICENSORS, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF OR INABILITY TO USE THE SERVICES, OR RESULTING FROM ANY CONTENT POSTED ON THE SERVICES.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. FURTHERMORE, WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.
FURTHER, A PROVIDER’S OR RESEARCHER’S USE OF OUR APPLICATION IS NOT AN ENDORSEMENT OR RECOMMENDATION OF SUCH PROVIDER OR RESEARCHER BY US. THE MEDICAL ADVICE PROVIDED TO USER OR USER’S CHILD BY USER’S HEALTHCARE PROVIDER OR ANY OTHER PROFESSIONAL IS NOT UNDER OUR CONTROL, NOR DO WE PROVIDE IT TO USERS OR USE IT.
ANY INFORMATION THAT MAY BE POSTED ON THE SITE IS FOR EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE OR SUBSTITUTE FOR ANY MEDICAL OR OTHER ADVICE. NO LICENSED CLINICAL PROFESSIONAL-PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION AND/OR SERVICES PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM US. THE CONTENT OF THE SERVICES ARE NOT AND SHOULD NOT BE CONSIDERED CLINICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL CLINICAL ADVICE, DIAGNOSIS OR TREATMENT. IF THE SERVICES PROVIDE YOU WITH ANY POTENTIALLY ACTIONABLE INFORMATION, THIS INFORMATION IS INTENDED FOR INFORMATIONAL PURPOSES ONLY AND FOR DISCUSSION WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL LIABILITY CONCERNING ANY TREATMENT, ACTION BY, OR EFFECT ON ANY PERSON FOLLOWING THE GENERAL INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SERVICES.
THE SERVICES ARE INTENDED FOR USE ONLY WITHIN THE UNITED STATES AND ITS TERRITORIES. WE MAKE NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE, OR ARE AVAILABLE FOR USE, OUTSIDE THE U.S. THOSE WHO CHOOSE TO ACCESS AND USE OUR SERVICES FROM OUTSIDE THE U.S. DO SO ON THEIR OWN INITIATIVE, AT THEIR OWN RISK, AND ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS.
11. Limitation of Liability.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE AND OUR AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL THEORY AND EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU ARISING FROM THESE TERMS, OR THE USE OF OR INABILITY TO USE THE SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF $100.00 OR THE AMOUNTS PAID BY YOU TO US FOR ACCESS TO AND USE OF SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
12. Exclusive Remedy.
If You are dissatisfied with the Services, Your sole and exclusive remedy, beyond any remedy set forth in Section 10, is to stop using the Services.
13. Dispute Resolution.
YOU AGREE THAT DISPUTES BETWEEN YOU AND ALONGSIDE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCESS DESCRIBED IN THIS SECTION. UNLESS YOU OPT-OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOW THE OPT-OUT PROCEDURE SPECIFIED IN THIS SECTION.
AGREEMENT TO ARBITRATE
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes
”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action
”). You will also have the right to litigate any other Dispute if You provide Us with written notice to opt out of arbitration (“Arbitration Opt-out Notice
”) by email at firstname.lastname@example.org or by regular mail to Alongside, 301 Union St, Unit 21867, Seattle, WA 98111 within thirty (30) days following the date You first accept these Terms, or if You have not registered for an account, then within thirty (30) days following the date You first use our Services. If You don’t provide Us with an Arbitration Opt-out Notice within the thirty (30) day period, You will be deemed to have knowingly and intentionally waived Your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if You timely provide Us with an Arbitration Opt-out Notice, will be the state and federal courts located in the State of Washington and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless You timely provide Us with an Arbitration Opt-out Notice, You acknowledge and agree that You are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless You otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the State of Washington. All other claims will be arbitrated. This “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA
”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules
”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at https://www.adr.org/Rules
or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
ARBITRATION LOCATION AND PROCEDURE
Unless You agree with Us otherwise, the arbitration will be conducted in the county where You reside. If Your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your claim exceeds $10,000, Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If You prevail in arbitration You will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding anything to the contrary in these Terms, if We change this “Dispute Resolution” section after the date You accepted these Terms or access our Services, You may reject any such change by sending Us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of Our email to You notifying You of such change. By rejecting any change, You are agreeing that You will arbitrate any Dispute between You and Us in accordance with the provisions of this “Dispute Resolution” section as of the date You accepted these Terms, or accessed the Services.
14. Links to Third Party Websites.
The Services may contain links to other sites that are owned and operated by third parties. We are not responsible for the privacy and services practices or the content, advertising, products, services or other materials made available on or through any such linked sites. We provide these links to You only as a convenience, and the inclusion of any link does not imply endorsement of any kind by Us.
15. General Provisions.
These Terms will be governed by the laws of the State of Washington without regard to its conflict of laws provisions.
We may change, suspend, or discontinue any of the Services at any time. We will try to give You prior notice of any material changes to the Services.
These Terms do not confer any third-party beneficiary rights. You may not transfer any of Your rights or obligations under these Terms to anyone else without Our consent. We may assign Our rights in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
We appreciate Your feedback, suggestions, and other communications (collectively, “Feedback”) about the Services. You should know that We can, but are not obligated to, use Your Feedback without restriction or any obligation to compensate You, and we have no obligation to keep them confidential.
Even after termination, these Terms will remain in effect such that all terms that by their nature may survive termination will be deemed to survive such termination.
To protect the integrity of the Services, we may, at any time in Our sole discretion, block users from certain IP addresses from accessing the Services.
If You have any questions about these Terms, please contact firstname.lastname@example.org.