CHAPTER A: DESCRIPTION OF THE SERVICE

​Berries has evolved to offer a specialized AI scribe service, designed specifically for mental health professionals. The advanced platform provides an AI-powered note taker of mental health sessions. The AI scribe transcribes the sessions, capturing detailed notes and key points of patient conversations.

​It's important to understand that Berries does not provide clinical devices or medical recommendations. Instead, it serves as an assistive tool for documentation purposes in mental health practices. Any actions or decisions based on the information provided by the Service are the sole responsibility of the user.

We use artificial intelligence (AI) tools in the provision of the Services including AI-generated output for our users (“AI Generated Output”). By using the Services, you acknowledge and agree that the AI Generated Output is provided “as is” and is not a substitute for professional or medical advice. While we make reasonable efforts to ensure that the AI tools provide useful and accurate information, we do not guarantee that the AI Generated Output will meet all your specific needs or comply with applicable laws and regulations in your jurisdiction. You are responsible for reviewing the AI Generated Output and ensuring that they are appropriate for your purposes.

CHAPTER B: YOUR USE OF THE SERVICE

Limited License: Subject to the terms and conditions of this Agreement, Berries grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service solely for professional use in your mental health practice, as outlined in this Agreement.
 

Prohibited Activities: You shall not engage in the following activities, and you shall not authorize, permit, or encourage any third party to do so:
 

Reverse Engineering: Attempt to reverse engineer, decompile, disassemble, or otherwise discern the source code or interface protocols of the Service.

​Modification and Distribution: Modify, adapt, translate, make copies of, resell, distribute, sublicense, or otherwise alter or commercially exploit the Service or any portion thereof.

​Violation of Laws: Use the Service in violation of any applicable laws, regulations, or third-party rights, including patient privacy and consent laws.

​Harmful Code: Introduce, post, or upload to the Service any viruses, worms, Trojans, or similar harmful code.
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Data Storage: Save, store, or archive any portion of the Service (including data contained therein) outside the platform without prior written permission from Berries.

​Unauthorized Use: Use the Service for unauthorized purposes or for the benefit of a third party, such as in connection with a service bureau, timeshare, or service provider activity, without explicit authorization from Berries.
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Circumvention: Circumvent any processes, procedures, or technologies implemented by Berries to safeguard the platform and the confidentiality of patient data.

Intended Use: The Berries platform is intended solely for use by mental health professionals for transcribing mental health sessions. You agree to only use the Service for this intended purpose and not for any activities unrelated to mental health care. Additionally, you are responsible for ensuring that all data uploaded to the platform is relevant to mental health practice and patient care.
 

Recording Sessions: When using the Berries platform to record mental health sessions, you are responsible for obtaining explicit consent from patients in accordance with applicable laws and ethical standards. BERRIES IS NOT LIABLE FOR UNAUTHORIZED RECORDINGS OR FAILURE TO COMPLY WITH LEGAL AND ETHICAL REQUIREMENTS RELATED TO PATIENT CONSENT AND PRIVACY.
 

Account Ownership: All data saved within the platform is owned by you, including Your Data (“Your Content”), and Berries prioritizes the security and confidentiality of this information. You grant us a non-exclusive, royalty-free, fully-paid, irrevocable, perpetual, worldwide license (with the right to sublicense to our subcontractors performing services for us and to third party service providers used by us in providing the Services) to access, use, reproduce and create derivative works of Your Content to (i) provide the Services to you and (ii) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with our offerings, including - where permitted by law - to create artificial intelligence and machine learning models used to support the Services. Furthermore, we shall have the right to collect and analyze data and other information relating to your use and access of the Services (“Usage Data”) and we will be free (during and after the term) to use such Usage Data for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other de-identified form.
 

No Clinical Devices or Medical Recommendations: Berries' AI scribe service does not provide clinical devices or medical recommendations. The platform is intended as an assistive tool for documentation purposes in mental health practices. Any actions or decisions based on the information provided by the Service are the sole responsibility of the mental health professionals. WE DO NOT PROVIDE HEALTH ADVICE OR PROFESSIONAL RECOMMENDATIONS OF ANY KIND. THE PLATFORM SOLELY ORGANIZES AND TRANSCRIBES INFORMATION PROVIDED BY USERS, AND YOU ARE RESPONSIBLE FOR ENSURING ITS APPROPRIATE USE WITHIN YOUR PROFESSIONAL PRACTICE.

CHAPTER C: YOUR BERRIES ACCOUNT

Account Creation: To access and use the Berries platform, specifically designed for mental health professionals, you can create an account by providing your email address and creating a password ("Login Credentials"), or by using your Google credentials. You acknowledge that your Login Credentials are personal and confidential. You agree not to share them with unauthorized individuals or third parties. It is your responsibility to maintain the security of your Login Credentials and to promptly notify us of any unauthorized or suspected unauthorized use of your account. If you create your account by using Google credentials, you are also subject to Google's terms and conditions and privacy policy.

Account Security: Your Berries account is personal, non-transferable, and intended for professional use within your mental health practice. You are responsible for safeguarding your account and protecting your Login Credentials from unauthorized access. You must notify us immediately upon any known or suspected unauthorized use of your account or any breaches of security.
 

Professional Use: The platform is intended solely for professional use by mental health practitioners. You commit to using the Berries platform exclusively for managing and documenting mental health sessions, in accordance with professional standards and ethical guidelines.
 

Compliance with Laws and Ethical Standards: You agree to use the Berries platform in compliance with all applicable laws, regulations, and ethical standards specific to mental health care. It is your responsibility to ensure that your use of the platform respects patient confidentiality and does not infringe upon the rights of others.

Patient Consent and Privacy: You are responsible for obtaining explicit consent from patients and any other individuals whose information may be involved for the use of the Berries AI scribe service during sessions and ensuring adherence to privacy laws regarding patient data. We require that you refrain from sharing sensitive information on the platform unless it is strictly necessary for the intended purpose.
 

Termination of Account: Berries reserves the right to suspend or terminate your account if it is determined that you have violated any provisions of this Agreement or engaged in unauthorized or unlawful activities. Termination of your account may result in loss of access to any data or information stored within the platform. To mitigate potential data loss, we advise you to regularly backup and save important data.
 

Account Responsibility: You are solely responsible for all activities conducted through your account. This includes the accuracy and legality of information entered and the maintenance of patient confidentiality in accordance with applicable laws and standards.
 

Data Backup: While Berries prioritizes data security, we do not provide backup services. It is your responsibility to maintain a backup of all important patient information to prevent data loss.

CHAPTER D: YOUR CONTENT & DATA

 

Content Responsibility: As a mental health professional user of the Berries AI scribe platform, you are solely responsible for all information you capture, upload, and manage, including sensitive mental health session recordings and account details. The Berries platform holds no responsibility for the content you transmit through the Service.
 

Our Ownership of Derivatives: While you retain ownership of your original content, the derivatives created from your content, such as de-identified or aggregated data, belong to us. These derivatives will be used for lawful business purposes, consistent with our Privacy Policy, and with respect to patient confidentiality and privacy standards.
 

User Conduct: You agree to use the Service ethically and lawfully, particularly in handling sensitive mental health content. You are prohibited from uploading or transmitting any content that violates patient confidentiality, is derogatory, defamatory, fraudulent, or in any way impedes our product development or violates applicable laws.
 

Confidentiality and Data Use: We respect the confidentiality of your data. Any access or use of your personal data will be done with your explicit consent and only for purposes outlined in our Privacy Policy. We commit to not using or accessing personal data without your permission, unless required by law or essential for service provision.
 

Licensed Third-Party Content: The Service may incorporate content licensed from third parties, governed by the terms outlined in this Agreement, and used in a way that is compliant with mental health care standards.
 

Recording Consent and Compliance: In line with mental health care standards, you are required to comply with applicable consent laws, including wiretapping regulations, when recording sessions. You confirm that necessary permissions have been obtained for all recordings uploaded, absolving us of liability for any failure to obtain such consents.
 

Content Involving Minors: If your content involves minors, you must confirm that you have appropriate consent (including, where required, parental consent) or authority to use and share this content, in line with ethical and legal standards of mental health care.
 

Control Over Recordings: You have control over your session recordings on the platform. You can choose to stop recording at any point, and only the recorded portions will be available on the platform.
 

Sharing Content: You have the option to share your content with specific individuals. However, we are not liable for the use or processing of your content by recipients, and you acknowledge this lack of recourse against us.
 

Accessing Shared Content: Access to content shared by other users on Berries is at the discretion of the user who shared it. We cannot guarantee uninterrupted access to such content.
 

Risk Assumption: You assume all risks associated with using your content and any actions taken based on it. We are not liable for any losses or damages arising from the use of your content.
 

Your Data: "Your Data" refers to information you submit to the platform, including mental health session recordings. You retain full ownership of Your Data, agreeing to abide by the terms of this Agreement and relevant mental health care standards.
 

Data Analysis and Aggregated Insights: We may analyze Your Data for aggregated insights to enhance our products and services. This analysis respects patient anonymity and is consistent with this Agreement and our Privacy Policy.

CHAPTER E: RESTRICTIONS TO USE BERRIES

Eligibility: The Berries platform, now offering AI scribe services for mental health professionals, is available only for individuals aged 18 years or older. By agreeing to this Agreement, you represent and warrant that you are of legal age and have the authority to enter into this Agreement.

You may not, and you agree not to allow or assist any third party to:

Commercial Exploitation: License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Berries Service available to any third party in any way.
 

Modifications: Modify, adapt, alter, translate, or create derivative works of the Berries Service, except as expressly permitted by this Agreement.

External Linking: Create internet "links" to the Berries Service or "frame" or "mirror" the Service on any other server or wireless or internet-based device.

Integration with Unapproved Services: Use or merge the Berries Service, or any component thereof, with other software, databases, or services not provided or approved by us.

Reverse Engineering: Modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Berries Service.
Interference: Interfere in any manner with the operation of the Berries Service or its intended use in mental health practice.
 

Circumvention: Attempt to circumvent any electronic protection measures in place to regulate or control access to the Berries Service.
 

Data Mining: Use any automated systems, including but not limited to robots, spiders, or offline readers, to access the Berries Service in a manner that sends more request messages to the Berries servers than a human can reasonably produce in the same period.
 

Unauthorized Use: Develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Berries Service without our express prior written consent.
 

We reserve the right to investigate and take appropriate legal action, including but not limited to terminating your access to the Berries Service, for violations of this Agreement. This may involve legal action and cooperation with law enforcement authorities to the fullest extent of the law.
 

CHAPTER F: FEES

​Subscription Payment: As a user of the Berries platform, you are required to pay for the subscription plan that you select during registration. This payment should be made within thirty (30) days from the date of the invoice. To the maximum extent permitted by law and unless otherwise specified herein, all fees are non-refundable. We have implemented an automatic renewal option by default for subscription-based services to ensure that you do not experience any interruption or loss of services. We will automatically charge you up to 30 days before a renewal period commences, including all taxes applicable to that period, unless you cancel your account before the renewal date.
 

Pricing Changes: We reserve the right to modify our pricing structure. Should there be any changes in pricing, we will inform you with reasonable advance notice.
 

New Fees: At our discretion, we may introduce new fees or alter existing ones. We will provide you with advance notice of any such changes. These new or revised fees will not affect your current subscription period but may be applicable to any renewals or new subscriptions moving forward.
 

Payment Processing: Payment for your Berries subscription will be processed through a third-party payment processor, which we will select. We reserve the right to switch to a different payment processing partner at any time.

CHAPTER G: OUR RIGHTS & OWNERSHIP

The Berries platform and website ("the Platform") contain copyrighted materials and trademarks owned by Berries and third parties. Unauthorized use of the Content may violate copyright and trademark laws. You have no rights in or to the Content, except as expressly permitted under this Agreement.

The Berries name, logos, and associated product names are trademarks owned by Berries or third parties. Unauthorized use of the Trademarks is strictly prohibited without the express written permission of Berries.

The design, layout, and visual elements of the Platform are protected by trade dress and trademark laws. Copying or reproducing these elements without prior written consent from Berries is prohibited.

Berries exclusively owns the Berries service, and no ownership or title is transferred to you. You must not remove any copyright or proprietary notices from the service.

The name, logo, and product names associated with the Berries service are trademarks owned by Berries or their respective owners. Unauthorized use of these trademarks is strictly prohibited.

Berries reserves the right to change or remove any feature, function, or content relating to the Platform, at any given time, without the obligation of prior notification or assuming any liability towards users.

By accessing and using the Berries platform, you agree to comply with these ownership and trademark provisions. Failure to comply may result in termination of your access and may be subject to legal action.

CHAPTER H: MOBILE NETWORK PROVIDER AND SERVICE ACCESS

Mobile Provider Agreement: When using the Berries platform on your mobile device, it's important to understand that your existing agreement with your mobile network provider (referred to as "Mobile Provider") remains applicable. This includes adhering to all terms and conditions set forth by your Mobile Provider while accessing our platform.
 

Possible Charges: Your Mobile Provider may impose charges for network connectivity, data usage, text messaging, roaming, and other associated services or fees related to the utilization of the Berries platform.
 

Influence of Internet and Mobile Networks: The quality and availability of the Berries platform may be influenced by external factors beyond our control, including network congestion and signal strength. We cannot guarantee uninterrupted access to the platform.
 

Compatibility Disclaimer: We do not assure compatibility between the Berries platform and your Mobile Provider's service plans, specific mobile device, or other hardware and software used in conjunction with your mobile device.
 

Unavailability and Communication System Issues: We shall not be held liable for any unavailability of the Berries platform or any difficulties you encounter while downloading or accessing it. Additionally, we disclaim responsibility for compatibility issues or communication system failures that may result in temporary or permanent unavailability of the app.

CHAPTER I: FEEDBACK

We highly value your feedback, comments, and suggestions regarding the Berries website, platform, and services ("Feedback"). Your input helps us improve our offerings and deliver a better experience for our users. We encourage you to share your thoughts with us via email or through any designated feedback channels.

When you provide us with feedback, you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, distribute, and display such Feedback for any purpose, without any compensation or attribution to you. This includes the right to incorporate your ideas, concepts, know-how, techniques, or materials contained in the Feedback into our products and services.

While we appreciate your Feedback, please refrain from including any confidential or sensitive information in your communication. We cannot guarantee the confidentiality or protection of such information. 

CHAPTER J: DISCLAIMERS

No Medical Advice: THE BERRIES PLATFORM, SERVING AS AN AI SCRIBE FOR MENTAL HEALTH PROFESSIONALS, OFFERS TOOLS AND FEATURES FOR INFORMATIONAL AND ADMINISTRATIVE SUPPORT ONLY. IT IS CRUCIAL TO UNDERSTAND THAT THE PLATFORM IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. WE STRONGLY RECOMMEND CONSULTING WITH QUALIFIED HEALTHCARE PROFESSIONALS FOR ANY MEDICAL GUIDANCE OR DECISIONS. THE PLATFORM'S ROLE IS TO ASSIST IN MANAGING AND ORGANIZING MENTAL HEALTH INFORMATION, NOT TO REPLACE PROFESSIONAL JUDGMENT.

Accuracy of Information: While we endeavor to ensure the information provided through the Berries platform is accurate and reliable, we cannot guarantee its infallibility. The content, including transcriptions and data generated by the AI scribe, may not always be error-free or reflect the latest advancements in mental health care. Users should use this information as an assistance and not as the sole basis for decisions.
 

User Responsibility: The use of the Berries platform is entirely at your own risk. You are responsible for any reliance you place on the platform's tools and information. We are not liable for any damages or harm that may arise from your use of our platform, including reliance on the AI-generated content or features.

Technical Limitations: Our goal is to provide a smooth and uninterrupted experience on the Berries platform. However, we acknowledge that technical issues, maintenance requirements, or other unforeseen circumstances can disrupt the platform's functionality. We cannot guarantee the platform will always be error-free or available, and we are not responsible for any service interruptions.
 

Personal Responsibility: By using the Berries platform, you acknowledge and agree that it is a voluntary decision, and you assume all risks associated with its use. This includes any actions or decisions made based on the information or tools provided by the platform. We are not liable for any outcomes or consequences that arise from your use of the Berries platform.

CHAPTER K: NO WARRANTIES & LIMITATION OF LIABILITY

The following terms outline the limitations of warranties and liability associated with the use of the platform:
 

Berries, functioning as an AI scribe for mental health professionals, is offered on an "as is" and "as available" basis. We do not provide any warranties, either express or implied, including but not limited to warranties of non-infringement, merchantability, fitness for a particular mental health purpose, availability, error-free operation, or uninterrupted service. To the fullest extent permissible by law, all such warranties are hereby disclaimed.

We do not warrant, guarantee, or make any representations regarding the correctness, accuracy, reliability, completeness, or currentness of the Berries platform. The platform is designed to support mental health professionals, but it is not infallible. Users are responsible for reviewing and verifying the accuracy and completeness of the AI-generated content and outputs. Decisions, actions, or omissions based on the platform or its output are taken at the user's own risk.

Our liability, as well as that of our officers, directors, employees, affiliates, or agents, in connection with the use of the Berries platform, is strictly limited. We shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from the use of Berries, whether foreseeable or not. This limitation of liability is applicable to the fullest extent allowed by law in the relevant jurisdiction. 
 

Given that Berries is in a beta phase, there are inherent limitations and risks. Any damages or losses incurred while using this beta version of the Berries platform may be subject to additional limitations, recognizing the experimental nature of the product.
 

IN ANY SITUATION WHERE WE MIGHT BE FOUND LIABLE FOR DIRECT DAMAGES, DESPITE THE DISCLAIMERS ABOVE, OUR LIABILITY WILL BE LIMITED. THIS CAP IS SET AT THE AMOUNT PAID BY THE USER, IF ANY, FOR ACCESS AND USE OF THE BERRIES PLATFORM IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CLAIM FIRST AROSE. WE ARE NOT LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION ASSOCIATED WITH THE USE OR INABILITY TO USE BERRIES OR ANY RELATED SERVICES.
 

CHAPTER L: INDEMNIFICATION

You agree to indemnify and hold Berries and its affiliates harmless from any damages, liabilities, losses, and expenses (including attorney's fees) incurred by Berries in connection with any third-party claims arising from:

​Your breach of this Agreement, including representations and warranties.​

Misuse of the Berries website, platform, or content.

Negligence, misconduct, fraud, or violation of the law.

Violation of third-party rights, such as copyright, trademark, or privacy rights.

You will be responsible for promptly notifying Berries of any claims, cooperating in the defense, and maintaining control over settlement negotiations. This section ensures that you protect and defend Berries from any losses resulting from these specific circumstances.
 

CHAPTER M: SUSPENSION & TERMINATION

​We retain the right to suspend, terminate, or restrict your access to the Berries platform at our sole discretion, without prior notice or liability, for any reason. Additionally, we reserve the right to modify, suspend, or discontinue any part of the Berries platform without prior notice or liability. You may terminate this agreement by ceasing to use the service, while we may terminate the agreement at any time and for any reason without prior notice, denying you access to the service. Termination of the agreement will not affect our rights or remedies under the law. In the event of termination, you must cease all use of the service. We may suspend, disable, or close your account or cease providing the service to you in part or in whole, without liability. We may, but are not obligated to, make reasonable efforts to notify you of any such suspension, disabling, closure, or loss of access to the content.

CHAPTER N: PRIVACY

​At Berries, protecting your personal information and respecting your privacy are our top priorities. We follow strict practices for collecting, storing, and using personal data, as outlined in our Privacy Policy. By using the Berries platform, you acknowledge and agree to the collection, use, and handling of your personal information in accordance with our Privacy Policy, available at: https://www.berries.icu/privacy-policy. To learn more about our commitment to privacy, visit the 'Berries Privacy Promise' here: https://www.berries.icu/privacy-promise.
 

While we take precautions to secure your data and provide password-protected connections for accessing the Service, it's important to understand that no system is entirely immune to the risks of unauthorized access or inadvertent disclosure. Although we implement robust measures to safeguard your data, we cannot guarantee absolute security.
 

Please review our Privacy Policy to gain a comprehensive understanding of how we handle your data, ensure your privacy, and comply with applicable privacy laws.
 

If you are a Covered Entity or a Business Associate under the Health Insurance Portability and Accountability Act (HIPAA) and engage the Services involving Protected Health Information (PHI) that require a Business Associate Agreement (BAA), you must enter into our BAA. By using the Services for purposes involving PHI, you agree to the terms of our BAA, available at: https://www.berries.icu/business-associate-agreement. Any terms not defined herein shall have the meanings assigned to them under HIPAA.

CHAPTER O: GEOGRAPHICAL JURISDICTION AND COMPLIANCE

​The Berries Platform and its associated services are primarily intended for use within the United States of America and Canada. We cannot guarantee the accessibility or appropriateness of the Berries Platform outside the United States or Canada. If you choose to access or use the Berries Platform from a location outside the United States or Canada, you do so at your own risk and are solely responsible for complying with the laws and regulations of your specific jurisdiction, regardless of your location.
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You hereby represent that you are fully aware and in compliance with all applicable Sanctions Regulations as defined below. You further confirm you are not a resident or incorporated in a Sanctioned Jurisdiction and that you are not a Sanctioned Person, as defined below. You will not access the Services from a Sanctioned Jurisdiction. You hereby confirm you will not provide, directly or indirectly, any services to any Sanctioned Jurisdiction or Sanctioned Person. You agree to indemnify us for any fines and/or penalties imposed as a result of a breach of this section. “Sanctions Regulations” means all trade, economic or financial sanctions, embargoes, or restrictive measures administered, enacted or enforced by (i) the United States (including without limitation OFAC or the Department of State), (ii) the European Union or any European Union member state, (iii) the United Nations, (iv) the United Kingdom, (v) Israel, or (vi) any other governmental entity of a jurisdiction where we conduct business. “Sanctioned Jurisdiction” means a country or territory that is itself the subject or target of any Sanctions (currently, Cuba, Iran, Lebanon, North Korea, Syria, and the Ukrainian Regions of Crimea, Luhansk, Donetsk, Kherson and Zaporizhzhia). “Sanctioned Person” means any person subject to Sanctions, including (a) any person appearing on any list of persons subject to Sanctions maintained by the United States (including without limitation OFAC or the Department of State), (ii) the European Union or any European Union member state, (iii) the United Nations, (iv) the United Kingdom, (v) Israel, or (vi) any other governmental entity of a jurisdiction where we conduct business; (b) any person located, organized, or resident in a Sanctioned Jurisdiction; or (c) any person directly or indirectly owned fifty percent or more or controlled, individually or in the aggregate, by one or more persons described in the foregoing clauses (a) and/or (b).

CHAPTER P: ARBITRATION AGREEMENT; WAIVER OF CLASS ACTIONS & JURY TRIAL

​This Agreement and any claim, cause of action, or dispute arising out of or related thereto, will be governed solely by the laws of the state of New York, regardless of your country of origin or where you access the Services, and without giving effect to any conflicts of law principles of any state or jurisdiction, which would result in the application of the laws of a jurisdiction other than the state of New York.
 

You agree that any and all disputes or claims that have arisen or may arise between you and Berries, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this section, except that you may assert individual claims in small claims court, if your claims qualify.
 

This section does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.
 

You agree that, by entering into this Agreement, you and Berries are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury.
 

The Federal Arbitration Act governs the interpretation and enforcement of this section. 

YOU AND BERRIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BERRIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.
 

ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
 

Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this section. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this section, the applicable terms of this section will control unless the arbitrator determines that the application of the inconsistent section terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this section. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Berries and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA.
 

If your claim is for $10,000 or less, Berries agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
 

Costs of arbitration payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this section. To the extent any Arbitration Fees are not specifically allocated to either Berries or you under the AAA Rules, Berries and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Berries will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Berries will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
 

CHAPTER Q: GENERAL TERMS

​Assignment: You may not assign, sublicense, or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without our prior written consent. Any attempt to do so without our consent will be void. Berries may freely assign or transfer its rights and obligations under this Agreement to any third party.

​Superseding Agreements: This Agreement supersedes all prior agreements concerning the subject matter herein.
 

Invalid Provisions: If any provision in this Agreement is deemed invalid by a court with competent jurisdiction, such provision or portion thereof will be deemed omitted.

Rights of Third Parties: Nothing in this Agreement will create or confer upon any party that is not Berries or you any legal or equitable rights, remedies, liabilities, or claims with respect to this Agreement.

Survival: Provisions of this Agreement that by their nature should survive termination, including but not limited to sections on intellectual property rights, confidentiality, limitations of liability, and indemnification, will continue to apply even after the termination or expiration of this Agreement.

​Entire Agreement: This Agreement constitutes the entire agreement between you and Berries and supersedes any prior agreements, understandings, or representations.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: The failure to enforce any right or provision of this Agreement shall not be considered a waiver of such right or provision. Any waiver must be made in writing and signed by an authorized representative of Berries.
 

Relationship of the Parties: Nothing herein shall be construed to create a partnership, joint venture, agency, employment, or any other type of relationship between Berries  and you beyond the contractual relationship expressly provided for in this Agreement. Neither party shall have the authority to act on behalf of or bind the other in any manner whatsoever.
 

Non-Disparagement and Conduct: You will not, at any time, (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of Berries or any of its affiliates; or (ii) commit any other action that could likely injure, hinder or interfere with the business, relationships or goodwill of Berries, its subsidiaries or its affiliates.
 

Enforcement of rights

​In the event of a breach or threatened violation of our intellectual property rights or confidential and proprietary information by you, we may suffer significant harm that cannot be easily remedied. Therefore, we reserve the right to seek immediate injunctive relief to enforce this Agreement without the necessity of posting a bond. This may involve obtaining necessary interim, equitable, provisional, or injunctive measures from a court with jurisdiction. By accepting this Agreement, you agree to the jurisdiction of the appropriate courts and acknowledge our right to take legal action to safeguard our rights and interests.

Contact Us
​Please contact us at help@berries.icu to report any violations of this Agreement or to pose any questions regarding this Agreement or the Services.