GoldieHealth Application
Terms of Service
‍Last Updated: January 3, 2025

1. Introduction

Goldie Health, Inc. (Goldie”) provides an overdose prevention platform that helps agencies maximize detection of at-risk individuals and provide them with a low-friction plan of care (“Application”). Goldie provides this Application as a service for its commercial customers (“Customers”) to create and maintain a network of support for at-risk individuals.  

These terms of service (“Terms of Service”) apply to any third-party service provider (“You”) that uses and uploads information to the Application on behalf of Customers. For clarity, Goldie does not provide any services on your behalf. If you have agreed to a separate agreement with Goldie such as a “Master Services Agreement,” then such agreement, and not these Terms of Service, will govern your use of the Application.

Upon downloading, accessing, or otherwise using the Application, you are automatically agreeing to the following Terms of Service. It is strongly advised that you thoroughly read and understand these Terms of Service prior to using the Application.

Goldie grants to you a non-exclusive, non-transferable right during the term of these Terms of Service to access and use the Application in all instances solely for your internal business purposes. All rights not expressly granted to you herein are reserved by Goldie. You will not nor permit anyone else to (a) allow any third party to access the Application, except as expressly allowed by Goldie; (b) modify, adapt, alter or translate the Application; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Application for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Application, except as permitted by law; (e) interfere in any manner with the operation of the Application or the hardware and network used to operate the Application; (f) modify, copy or make derivative works based on any part of the Application or related documentation; (g) access or use the Application to build a similar or competitive product or service; (h) attempt to access the Application through any unapproved interface; or (i) otherwise use the Application in any manner inconsistent with applicable law. All trademarks, copyrights, database rights, and other intellectual property rights related to the Application remain the property of Goldie.

Goldie reserves the right to modify the Application at any time and for any reason. There is a charge to use the Application which is typically paid by the Customer that is giving you an account to access the Application.

2. Your Data

TheApplication stores and processes personal data that you have provided to Goldie.It is your responsibility to maintain the security of your devices that you use to access the Application. Goldie strongly advises against jailbreaking or rooting your device, which involves removing software restrictions and limitations imposed by the official operating system of your device. Such actions could expose your device to malware, viruses, malicious programs, compromise your device’s security features, and may result in the Application not functioning correctly or at all. 

Goldie may use any data and information provided or submitted by, or on behalf of, you, including without limitation personally identifiable in formation (“Your Data”) in accordance with Goldie’s agreement with the applicable Customer that gave you access to the Application. You are responsible for the accuracy, quality and legality of Your Data. You will obtain all consents and permissions needed for Goldie to use Your Data. You will be responsible for all changes to or deletions of Your Data and the security of all passwords and other access protocols required to access theApplication.

3. Intellectual Property

Goldie and its licensors own and retain all right, title and interest (including all intellectual property rights) in and to the Application and any aggregated data based on Your Data (provided such data is de-identified in a manner that does not identify you), including any and all improvements, enhancements and updates developed by or on behalf of Goldie during the performance of the services herein. 

Both during and after the term of these Terms of Service, Goldie may (a) use any suggestions, enhancement requests, recommendations, or other feedback obtained in the course of providing the services or otherwise provided by you, and (b) collect, use, and analyze data provided to Goldie or otherwise arising during the use of the services, to improve and enhance the Application and for other development, diagnostic and corrective purposes for those or other offerings of Goldie.

4.    Third-Party Services
‍
‍Please note that the Application uses third-party services that have their own Terms of Service, which will apply to your use of such third-party services. Below are the links to the terms of service of some of the third-party service providers whose services are used by the Application:

● Apple Media Services
● Google Play Services
● Google Analytics

The following applies to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”):

(a) You shall only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions linked above, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function.

(b) You acknowledge and agree that (i) this Agreement is concluded between you and Goldie only, and not Apple, and (ii) Goldie, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store’s Terms of Service.

(c) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(d) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and if applicable, Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Goldie and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Goldie.

(e) You and Goldie acknowledge that, as between Goldie and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(f) You and Goldie acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Goldie and Apple, Goldie, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

(g) You and Goldie acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(h) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

5.    Text Message Services
‍
Goldie may offer one or more mobile message programs (collectively, the “Message Service”) that allows users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by these Terms of Service.  

Goldie does not charge for the Message Service, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you text Goldie or when Goldie sends messages to you. Message and data rates may apply. By enrolling a telephone number in the Message Service, you authorize Goldie to send recurring SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include promotional, transactional, and informational content related to Goldie’s products and services.  

You agree that these messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive mobile messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of purchasing any property, goods or services. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of Goldie’s messages are sent using such a system. Message frequency varies.  

If you do not wish to continue participating in a Message Service program Goldie offers, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message you receive from that program to opt out. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that Goldie’s text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that that Goldie and its service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or verbally requesting one of Goldie’s employees to remove you from a list, is not a reasonable means of opting out. To the extent you subscribe to more than one Message Service program that Goldie operates, you must unsubscribe from each program separately.  

For Message Service support or assistance, text the HELP keyword in response to any message you receive through the Message Service or email support@goldiehealth.com. Please note that the use of this email address is not an acceptable method of opting out of Message Service. Opt-outs must be submitted in accordance with the procedures set forth above. Goldie may change any short code or telephone number it uses to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number Goldie has changed may not be received, and Goldie is not responsible for honoring requests made in such messages.

The Message Service may not be available in all areas. Goldie’s messages are supported by all major U.S. carriers, including but not limited to Verizon, AT&T, and T-Mobile but may not be supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of Goldie’s control. Goldie and the wireless carriers supported by the Message Service are not liable for any failed, delayed, or undelivered messages. If you decide to change your mobile phone number, you agree to first opt out of each Message Service program in which your number is enrolled.

6.   Your Responsibilities; Application Updates

‍Some functions of the Application require an active internet connection, which can be via Wi-Fi or a network provided by your mobile service provider. Goldie cannot be held responsible if the Application does not function at full capacity due to lack of access to Wi-Fi or if you have exhausted your data allowance.

If you are using the Application outside of a Wi-Fi area, you may incur charges from your mobile provider for data usage when connected to the Application, or other third-party charges. By using the Application, you accept responsibility for any such charges, including roaming data charges if you use the Application outside of your home territory (i.e., region or country) without disabling data roaming.

Goldie may update the Application from time to time. You are solely responsible for downloading any required updates to continue using the Application. Goldie does not guarantee that it will always update the Application so that it is compatible with the particular operating system version installed on your device. However, you agree to always accept updates to the Application when offered to you. Goldie may cease providing the Application to you and disable your account at any time without notice to you. Unless you are informed otherwise, upon any termination, (a) the rights and licenses granted to you in these Terms of Service will cease; and (b) you must stop using the Application, and (if necessary) delete it from your device. You shall not attempt to re-register for the Application after your account has been disabled.

‍7. Disclaimers

‍TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IS PROVIDED “AS IS,” AND GOLDIE MAKES NO, AND HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. GOLDIE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES GOLDIE GUARANTEE ANY SPECIFIC RESULTS IN CONNECTION WITH USE OF THE APPLICATION. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN STRATEGIC, OPERATIONAL AND OTHER BUSINESS AND LEGAL DECISIONS WITH REGARD TO YOUR USE OF THE APPLICATION, AND GOLDIE SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR ANY ACTIONS OR INACTIONS BY YOU OR ANY THIRD PARTY, INCLUDING ANY THIRD-PARTY APPLICATION OR THIRD-PARTY PROVIDER. GOLDIE MAKES NO WARRANTY REGARDING ANY THIRD-PARTY APPLICATIONS AVAILABLE VIA THE SERVICES.

GOLDIE ACTS SOLELY AS A PLATFORM TO HELP CUSTOMERS AUTOMATE AND MANAGE THEIR WORKFLOWS. GOLDIE IS NOT A MEDICAL PROFESSIONAL OR THERAPY PROVIDER, AND GOLDIE DOES NOT PROVIDE MEDICAL SERVICES, RENDER MEDICAL ADVICE OF ANY KIND, OR MAKE CLINICAL, MEDICAL, OR OTHER PROFESSIONAL DECISIONS.  

GOLDIE RELIES ON THIRD PARTIES TO DELIVER THE APPLICATION (AND INFORMATION AVAILABLE WITHIN THE APPLICATION) TO YOU. GOLDIE ACCEPTS NO LIABILITY FOR ANY LOSS, DIRECT OR INDIRECT, THAT YOU EXPERIENCE AS A RESULT OF ANY ACTS OR OMISSIONS OF ANY THIRD PARTIES.

8. Limitation of Liability
‍
‍TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GOLDIE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY OR PROCUREMENT OF SUBSTITUTE SERVICES, ANY BUSINESS INTERRUPTION, IMPACT OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF GOLDIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

TO THE FULLEST EXTENT PERMITTED BY LAW, GOLDIE WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100;  OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF GOLDIE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

The parties hereto acknowledge that the prices have been set and these Terms of Service entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9.     Indemnification
‍
‍To the extent permitted under applicable law, you will defend at your expense any claim, action, or suit brought against Goldie (including reimbursement of Goldie’s reasonable legal or expert fees or related litigation costs), and will pay any settlement you make or approve, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit arising out of or relating to (i) Your Data, including any allegation that you did not obtain the necessary consents and permissions needed for Goldie to use Your Data; (ii) any breach of these Terms of Service; or (iii) any improper or unauthorized use of the Application.