TERMS OF SERVICE

Welcome to ShockTalk. ShockTalk is a telehealth platform that connects members of Indigenous communities with vetted Indigenous behavioral health providers, including licensed clinicians, traditional healers, peer support specialists, and elders. These Terms of Service (the "Terms") form a binding agreement between you and ShockTalk, Inc. ("ShockTalk," "we," "us," or "our") and govern your access to and use of the ShockTalk mobile applications, website, and related services (collectively, the "Platform").

Please read these Terms carefully. By creating an account, accessing, or using the Platform, you confirm that you are at least 18 years of age (or the age of majority in your jurisdiction), that you have read and understood these Terms, and that you agree to be bound by them. If you do not agree, do not use the Platform.

A note on these Terms. ShockTalk operates as a cooperative-minded platform. These Terms exist to protect users, providers, and the integrity of the network that makes culturally responsive care possible. We have tried to keep them as clear as we can while still doing the legal work they need to do.

1. Definitions

"User," "you," or "your" means any individual who registers for or accesses the Platform to receive services, including current or prospective care recipients.

"Provider" means any clinician, traditional healer, peer support specialist, elder, or other individual or entity who delivers services through the Platform under a separate Provider Agreement with ShockTalk.

"Services" means the telehealth sessions, peer support, cultural support, scheduling, messaging, and related functions made available through the Platform.

"Content" means any text, audio, video, images, or other materials transmitted through the Platform, excluding Protected Health Information ("PHI"), which is governed separately under our HIPAA Notice of Privacy Practices.

2. Eligibility and Accounts

To use the Platform, you must (a) be at least 18 years old (or the age of majority where you reside); (b) be physically located in a jurisdiction where the Provider you connect with is licensed or authorized to deliver services; and (c) provide accurate, current, and complete information when registering.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us promptly at [email protected] if you suspect unauthorized access.

Phone number collection at registration is a clinical safety requirement. ShockTalk uses your phone number to verify identity, contact you in the event of a clinical emergency, and coordinate continuity of care. This is not optional and is not used for marketing without your separate, opt-in consent.

3. Nature of the Services; Not an Emergency Service

ShockTalk is not an emergency service. If you are experiencing a mental health emergency, a medical emergency, or are in immediate danger of harm to yourself or others, call 911 (or your local emergency number) or 988 (the Suicide and Crisis Lifeline) immediately. Do not rely on the Platform for emergency response.

The Platform facilitates connections between Users and Providers. Providers deliver clinical, peer, and cultural support services in their individual capacity and according to their own professional licensure, certification, scope of practice, and cultural protocols. ShockTalk itself does not practice medicine, provide clinical care, or supervise clinical decision-making. Any clinical relationship is between you and your Provider.

4. Subscription, Fees, and Promotional Pricing

4.1 Standard Subscription

Access to ShockTalk is offered on a subscription basis. The standard subscription rate is $29.99 USD per month, billed in advance, and automatically renews each month at the then-current standard rate until you cancel.

4.2 Promotional Pricing

Promotional, introductory, or discounted pricing is a limited-time offer and not an ongoing guarantee. From time to time, ShockTalk may offer promotional pricing, trial periods, partner discounts, or grant-supported access at reduced or no cost. Unless an offer expressly states a longer fixed-term price guarantee in writing, any promotional rate applies only for the specific promotional period stated at the time of enrollment.

Through August 30, 2026, new members in eligible regions may enroll at a founding rate of $9.99 USD per month. For subscriptions started under this offer, the founding rate applies to the initial charge and each monthly renewal occurring on or before August 30, 2026. The subscription will automatically renew at $29.99 USD per month beginning with the first monthly renewal after August 30, 2026, unless canceled before that renewal date. ShockTalk will send a reminder via the app and/or email approximately three days before your first renewal at the standard rate.

At the end of the promotional period, your subscription will automatically renew at the then-current standard rate (currently $29.99/month) unless you cancel before the renewal date. We will use commercially reasonable efforts to notify you in advance of the rate change, but you remain responsible for managing your subscription.

Promotional pricing may not be combined with other offers, is non-transferable, and may be modified or discontinued by ShockTalk at any time without affecting subscriptions already in their active promotional period.

4.3 Billing, Renewal, and Cancellation

All fees are charged to the payment method on file at the start of each billing cycle. You may cancel at any time through your account settings or by contacting [email protected]. Cancellation takes effect at the end of the then-current billing cycle; we do not provide prorated refunds for partial months except where required by law.

All fees are non-refundable except where expressly stated or required by applicable law. If a payment fails, we may suspend access until the balance is resolved.

4.4 Taxes

Fees do not include applicable taxes, which are your responsibility unless ShockTalk is required by law to collect them.

5. Platform Integrity and Non-Circumvention

Why this section exists. ShockTalk's ability to recruit, vet, train, support, and fairly compensate Indigenous providers depends on a sustainable platform. When Users and Providers move their relationship off-platform, it undermines the cooperative model, weakens continuity of care, and removes the safeguards (HIPAA-compliant infrastructure, clinical oversight, crisis protocols, peer support backstops, and fair revenue sharing) that ShockTalk provides. This section is designed to protect that ecosystem for everyone who depends on it.

5.1 Mutual Non-Circumvention

You agree that any clinical, peer, or cultural support relationship initiated through the Platform must be conducted exclusively through the Platform for as long as both parties remain active on ShockTalk. Specifically, while a Provider is active on the Platform:

Users will not engage that Provider for the same or substantially similar services outside the Platform, whether directly, through another telehealth marketplace (for example, Psychology Today, BetterHelp, or similar directories), through the Provider's private practice, or through any third party.

Providers will not solicit, encourage, or accept Users met through the Platform for the same or substantially similar services outside the Platform.

Both parties will not use the Platform to identify a counterparty and then cancel their ShockTalk subscription or Provider Agreement primarily to continue the relationship off-platform.

5.2 Duration

This obligation applies during your active use of the Platform and for a period of twelve (12) months following the later of (a) your last session with the Provider on the Platform, or (b) the date either party departs the Platform, except as expressly permitted in Section 5.3.

5.3 Permitted Exceptions

We recognize that rigid rules can harm patients. The following are not violations of Section 5.1:

Clinical emergency or continuity of care: A Provider may, and should, take any action necessary to protect a User in an emergency, including referrals, warm handoffs, or off-platform contact when clinically required.

Provider departure from the Platform: If a Provider terminates their relationship with ShockTalk in good faith (i.e., not primarily to circumvent these Terms), the Provider may notify their current Users of the departure, and Users may, at their own election, choose to continue care with that Provider off-platform after a thirty (30) day cooling-off period.

Pre-existing relationships: If a User and Provider had a documented professional relationship before either joined the Platform, that pre-existing relationship is not subject to this Section.

Written consent: Any arrangement expressly approved in writing by ShockTalk in advance.

5.4 Consequences of Violation

Violations of Section 5.1 may result in permanent removal from the Platform for both the User and the Provider involved, along with termination of their ShockTalk subscription and/or Provider Agreement without refund. ShockTalk may also pursue any other remedies available at law or in equity, including injunctive relief and recovery of platform fees that would have been earned during the circumvention period.

ShockTalk will investigate suspected violations in good faith, including offering the affected parties an opportunity to respond before any final removal decision. Decisions regarding removal are made by ShockTalk in its reasonable discretion.

5.5 No Restriction on Clinical Judgment or Patient Autonomy

Nothing in this Section is intended to (a) restrict a Provider's independent clinical judgment, (b) interfere with a User's right to seek care from any provider of their choosing outside the Platform from providers they did not meet through ShockTalk, or (c) prevent any party from complying with applicable law, licensing board requirements, or mandatory reporting obligations.

6. User Responsibilities and Acceptable Use

You agree to use the Platform lawfully and respectfully. You will not:

Share your account credentials or allow another person to use your account.

Record, screenshot, or distribute any session, message, or other Content without the express written consent of all participants, except as required by law.

Use the Platform to harass, threaten, defame, or discriminate against any Provider, User, or staff member.

Attempt to reverse engineer, scrape, or interfere with the security or integrity of the Platform.

Provide false information about your identity, location, or eligibility to receive Services.

Use the Platform for any purpose other than receiving the Services as intended.

7. Relationship Between ShockTalk, Users, and Providers

Providers are independent professionals or independent contractors. They are not employees or agents of ShockTalk for purposes of clinical care. ShockTalk facilitates the connection and provides the technology, but the clinical, peer, or cultural support relationship is between you and your Provider.

ShockTalk credentials and vets Providers in accordance with our published vetting standards, but does not guarantee any specific clinical outcome.

8. Health Information and Privacy

ShockTalk is committed to maintaining the privacy and security of your health information. Our handling of Protected Health Information is governed by HIPAA and described in detail in our Notice of Privacy Practices, which is incorporated into these Terms by reference.

Our general handling of non-PHI personal information is described in our Privacy Policy. To the extent of any conflict regarding health information, the Notice of Privacy Practices controls.

9. Intellectual Property

The Platform, including its software, design, trademarks, and content created by ShockTalk, is owned by ShockTalk or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform for personal, non-commercial purposes consistent with these Terms.

Indigenous knowledge, traditional practices, and cultural content shared by Providers or community members on the Platform remain the cultural and intellectual heritage of their respective communities. ShockTalk does not claim ownership over such knowledge and will not use it commercially without explicit, informed, community-level consent.

10. Disclaimers

To the maximum extent permitted by law, the Platform is provided on an "as is" and "as available" basis. ShockTalk disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

ShockTalk does not warrant that the Platform will be uninterrupted, error-free, secure against every threat, or that any defect will be corrected. ShockTalk does not provide medical advice and makes no warranty regarding the diagnosis, treatment, or outcome of any care delivered through Providers.

11. Limitation of Liability

To the maximum extent permitted by law, in no event will ShockTalk, its officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, data, goodwill, or other intangible losses, arising from or related to your use of the Platform, even if advised of the possibility of such damages.

ShockTalk's aggregate liability to you for any claim arising from or related to these Terms or the Platform will not exceed the greater of (a) the total fees you paid to ShockTalk in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100). Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the greatest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless ShockTalk and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with (a) your violation of these Terms, (b) your misuse of the Platform, or (c) your violation of any applicable law or the rights of any third party.

13. Termination

You may terminate your account at any time as described in Section 4.3. ShockTalk may suspend or terminate your access immediately, with or without notice, if we reasonably believe you have violated these Terms (including Section 5), engaged in fraudulent or harmful conduct, or if termination is required by law.

Sections that by their nature should survive termination (including Sections 5, 9, 10, 11, 12, 14, and 15) will survive.

14. Dispute Resolution; Arbitration; Class Action Waiver

Please read this Section carefully. It affects your legal rights. Except for disputes that qualify for small claims court or where prohibited by law, you and ShockTalk agree to resolve any dispute arising out of or relating to these Terms or the Platform through binding individual arbitration administered by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules then in effect. The arbitration will take place in Wilmington, Delaware, and judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and ShockTalk agree that any dispute will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Opt-out. You may opt out of this arbitration agreement by notifying ShockTalk in writing at [email protected] within thirty (30) days of first accepting these Terms. If you opt out, neither you nor ShockTalk will be bound by the arbitration provision, but all other provisions of these Terms will remain in effect.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Nothing in this Section limits any rights you may have under applicable consumer protection laws of your state of residence.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you at least thirty (30) days in advance by email or through the Platform. Your continued use of the Platform after the effective date of any updated Terms constitutes your acceptance of those Terms. If you do not agree, you may terminate your account as described above.

17. Miscellaneous

Entire Agreement: These Terms, together with the Notice of Privacy Practices, Privacy Policy, Informed Consent for Telehealth, and any Provider Agreement, constitute the entire agreement between you and ShockTalk regarding the Platform.

Severability: If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

No Waiver: Our failure to enforce any right or provision is not a waiver of that right or provision.

Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Notices: Notices to ShockTalk should be sent to [email protected]. We may send notices to you at the email or phone number associated with your account.

Acknowledgement

By accepting these Terms in the app—for example, by tapping "I agree" on this screen or, during registration, by checking the box and tapping "Agree & Continue"—you confirm that you have read, understood, and agree to be bound by these Terms of Service, including the mutual non-circumvention provisions in Section 5 and the arbitration and class action waiver in Section 14.