Pilot User Agreement · MyFoothold

MyFoothold Pilot Program User Agreement and End User License Agreement

Effective Date: 06/13/2026 Last Updated: 06/13/2026

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS PILOT USER AGREEMENT AND END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. BY CLICKING ON THE "AGREE" BUTTON, YOU ARE AGREEING ON YOUR OWN BEHALF OR ON BEHALF OF YOUR LEGAL ENTITY (WHETHER A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR GOVERNMENTAL AGENCY, INSTRUMENTALITY, OR DEPARTMENT) TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN CLICK THE "DECLINE" BUTTON AND YOU WILL BE INELIGIBLE TO USE THE PLATFORM.

This Pilot User Agreement and End User License Agreement ("Agreement") is a legally binding agreement between PROMETHEUS SERVICES LLC, an Illinois limited liability company ("Company," "we," "us," or "our"), and the individual accepting this Agreement ("User," "you," or "your").

1. DEFINITIONS

"Authorized End User" means Licensee's employees and contractors, members of Licensee's organization or, if Licensee is an educational institution, Licensee's faculty, staff and students who are authorized by Licensee to exercise rights under this Agreement.

"Confidential Information" means the Pre-Release Software and any information concerning the Pre-Release Software (including its nature and existence, features, functionality, and screen shots), the Beta Tools, and any other information disclosed by Company to You in connection with this Agreement, including but not limited to information learned by You from Company employees, agents or through inspection of Company's property, that relates to Company's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information disclosed to You by Company. InformaCon that otherwise would be deemed confidential information but (a) is generally and legitimately available to the public through no fault or breach of Yours, (b) is generally made available to the public by Company, (c) is independently developed by You without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to You without limitation, or (e) any third-party software and/or documentation provided to You by Company and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Company and You have no implied licenses or other rights in the Confidential Information not specified in this Agreement.

"Feedback" means suggestions, recommendations, ideas, comments, evaluations, testing results, bug reports, enhancement requests, and other feedback relating to the Platform.

"Licensee" means the person who has accepted this Agreement on their own behalf or the legal entity (whether a company, organization, educational institution, or governmental agency, instrumentality, or department) that has accepted this Agreement through its authorized representative.

"Platform" means the Foothold web application available at myfoothold.app and its associated sub-pages, mobile applications, software, content, databases, AI-enabled features, community features, educational materials, continuing education materials, and related services provided by Company.

"Pre-Release Software" means, collectively: alpha, beta, and other pre-release software, pre-release services, and related documentation, materials, and information"Software" means any software, code, applications, updates, upgrades, interfaces, APIs, or related technology made available through the Platform.

"User Content" means any content submitted, uploaded, entered, transmitted, posted, stored, or otherwise provided by a User.

"You" and "Your" means Licensee and any Authorized End User. For avoidance of doubt, Licensee is responsible for compliance with this Agreement by its Authorized End Users.

2. PILOT STATUS

The purpose of the MyFoothold Pilot Program ("Pilot Program") is to make alpha, beta, and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the "Pre-Release Software") available to Pilot Program participants from time to time for the purpose of providing Company with feedback on the quality and usability of the Pre-Release Software. You understand and agree that participation in the Pilot Program is voluntary and does not create a legal partnership, agency, or employment relationship between You and Company, and neither You nor Company has any authority to bind the other. You understand that Your participation in the Pilot Program does not obligate Company to provide You with any Pre-Release Software. Should Company decide to provide You with Pre-Release Software, You agree to use and evaluate the Pre- Release Software diligently. Company reserves the right to modify the terms, conditions, and policies of this Pilot Program at any time without notice, and to revoke Your participation in this Pilot Program at any time. If Company makes changes to the terms and conditions of this Agreement, then Company will publish such revised terms and conditions on the Pilot Program web portal.

The Platform is currently operating in a limited-access pilot phase.

You acknowledge and agree that:

(a) the Platform is under active development;

(b) features may be added, removed, modified, suspended, or discontinued at any time;

(d) Company makes no commitment regarding future feature availability;

(e) Company may discontinue the Platform entirely; and

(f) your participation is voluntary and intended in part to assist Company in evaluating and improving the Platform.

THE PLATFORM IS PROVIDED AS AN EXPERIMENTAL PILOT SERVICE.

3. ELIGIBILITY

You represent and warrant that:

(a) you are at least eighteen (18) years old;

(b) you are physically located within the United States;

(d) information you provide is accurate and current; and

(e) your use complies with applicable law and professional obligations.

Company may approve, deny, suspend, or revoke participation at any time.

4. NO PATIENT DATA; NO PHI

IMPORTANT NOTICE

THE PLATFORM IS NOT INTENDED TO RECEIVE, STORE, PROCESS, OR TRANSMIT PATIENT INFORMATION.

YOU MAY NOT ENTER, UPLOAD, STORE, TRANSMIT, OR DISCLOSE THROUGH THE PLATFORM:

• Protected Health Information (PHI);
• Individually identifiable health information;
• Patient names;
• Patient contact information;
• Medical records;
• Treatment records;
• Psychotherapy notes;
• Insurance information;
• Social Security numbers;
• Dates of birth;
• Patient case files; or
• Any information regulated by HIPAA or similar laws.

You are solely responsible for ensuring that information submitted to the Platform complies with this section.

Company does not agree to act as a Business Associate and does not enter into a Business Associate relationship through operation of the Platform.

Violation of this section constitutes a material breach of this Agreement and may result in immediate suspension or termination.

5. LICENSE GRANT

Subject to your compliance with this Agreement, Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to:

(a) access and use the Platform;

(b) install and use authorized mobile applications; and

solely for professional purposes pertaining to personal professional development, education, supervision tracking, licensure preparation, continuing education, and related activities.

The Platform is licensed, not sold.

6. LICENSE RESTRICTIONS

You shall not:

(a) copy, reproduce, distribute, or publicly display the Platform except as expressly permitted;

(b) reverse engineer, decompile, disassemble, or attempt to discover source code;

(d) circumvent security measures;

(e) scrape, harvest, or extract Platform data;

(f) use bots or automated means to access the Platform;

(g) use the Platform to build a competing service;

(h) remove proprietary notices;

(i) sublicense, rent, lease, sell, or transfer access rights; or

(j) use the Platform in violation of law.

7. ACCOUNTS AND SECURITY

You are responsible for maintaining the confidentiality of account credentials.

You agree to:

(a) maintain accurate account information;

(b) protect passwords and authentication credentials;

(d) accept responsibility for activity occurring through your account.

8. PROFESSIONAL USE DISCLAIMER

The Platform is an educational, informational, administrative, and professional-development tool.

The Platform is not:

• a healthcare provider;
• a mental-health provider;
• a supervision authority;
• a licensure authority;
• a legal advisor; or
• a clinical decision-making system.

Use of the Platform does not establish a therapist-client relationship, supervisory relationship, legal relationship, fiduciary relationship, educational accreditation relationship, or professional-services relationship with Company.

Users remain solely responsible for all professional decisions, clinical judgment, supervision obligations, licensure compliance, patient care, and documentation practices.

9. AI FEATURES

Certain Platform features may utilize artificial intelligence, machine learning, large language models, recommendation engines, or similar technologies.

AI-generated content may contain inaccuracies, omissions, hallucinations, fabricated information, outdated information, biased content, incomplete information, or erroneous conclusions.

AI-generated content is provided solely for informational and educational purposes.

You acknowledge and agree:

(a) not to rely exclusively upon AI-generated content;

(b) to independently evaluate and verify outputs;

(d) that you assume all responsibility for decisions made using AI-generated outputs.

AI-generated content is not professional advice.

10. USER CONTENT

You retain ownership of User Content submitted to the Platform.

You grant Company a worldwide, perpetual (for content retained in backup, archival, audit, or legally required systems), non-exclusive, royalty-free, transferable, sublicensable license to host, store, process, reproduce, display, transmit, modify for technical purposes, and otherwise use User Content as necessary to operate, maintain, secure, improve, and provide the Platform.

You represent and warrant that:

(a) you possess all necessary rights;

(b) your content does not violate law;

(d) your content complies with this Agreement.

11. COMMUNITY RULES

Users shall interact professionally and respectfully.

You shall not:

(a) harass or threaten others;

(b) engage in discriminatory conduct;

(d) impersonate another individual or misrepresent yourself and/or your relevant identifying information, including but not limited to applicable licensure and/or certification;

(e) distribute malware;

(f) disrupt Platform operations;

(g) engage in spam or solicitation; or

(h) disclose, publish or otherwise disseminate Confidential Information.

Company may remove content, restrict participation, or terminate access at its discretion.

12. FEEDBACK

As a condition of participating in the pilot, you acknowledge that Company may request Feedback.

Company may request this information from You and Authorized End Users through the Beta Tools as well as by phone, email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, You agree that Company may contact You from time to time about the Beta Program, and You hereby consent to receive such communications.

You grant Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable right and license to use, modify, reproduce, commercialize, distribute, incorporate, display, create derivative works from, and otherwise exploit Feedback for any purpose.

You waive any claim to compensation arising from Company's use of Feedback.

To the extent any rights cannot be licensed, you irrevocably assign such rights to Company.

13. OWNERSHIP OF PLATFORM

The Platform and all related software, source code, databases, educational materials, continuing-education materials, designs, interfaces, trademarks, logos, documentation, workflows, AI systems, prompts, methodologies, analytics, improvements, modifications, and derivative works are owned exclusively by Company or its licensors.

Except for User Content expressly retained by Users, Company owns all right, title, and interest in and to:

(a) the Platform;

(b) improvements and enhancements;

(d) operational metrics;

(e) aggregated and de-identified data; and

(f) intellectual-property rights arising from Platform operation.

All rights not expressly granted are reserved.

14. CONTINUING EDUCATION CONTENT

The Platform may provide educational materials, courses, programs, certificates, and continuing-education resources.

Company does not guarantee acceptance by any licensing board, employer, certifying organization, educational institution, or governmental authority.

Users remain responsible for independently verifying requirements and any compliance therewith.

15. THIRD-PARTY SERVICES

The Platform may contain links to, integrations with, or content from third parties.

Company does not control and is not responsible for third-party content, services, products, educational providers, or websites.

16. COPYRIGHT POLICY

Company respects intellectual property rights.

Users may not upload or distribute content that infringes copyrights, trademarks, trade secrets, rights of publicity, or other proprietary rights.

Company may remove allegedly infringing content without notice.

Company may terminate repeat infringers without notice.

Copyright complaints should include sufficient information to identify the allegedly infringed work and allegedly infringing material, together with contact information and a statement of authority to act on behalf of the rights holder.

Notices may be directed to:

17. OPEN SOURCE SOFTWARE

Certain components of the Platform may include open-source software.

Such components remain subject to their applicable licenses.

18. UPDATES

Company may deploy updates, upgrades, patches, modifications, enhancements, replacements, or fixes at any time.

Company has no obligation to support or continue supporting any version of the Platform.

19. MOBILE APPLICATION TERMS

If the Platform is accessed through Apple or Google marketplaces:

(a) this Agreement is solely between you and Company;

(b) Apple and Google are not parties to this Agreement;

(d) Apple and Google are not responsible for claims relating to the Platform; and

(e) Apple and Google may enforce applicable third-party beneficiary rights where required by marketplace terms.

20. TERMINATION

Company may suspend, restrict, disable, or terminate access at any time.

Upon termination:

(a) all licenses issued to User immediately terminate;

(b) all User access rights cease; and

This Agreement will continue in effect until terminated in accordance with this Section. You may terminate this Agreement at any time, for any reason, but only by returning or destroying any and all Confidential Information that is in Your possession or control (including, without limitation, any Pre-Release Software); provided however that if You are unable to purge certain Pre-Release Software from Your computer and/or devices, then You agree that You will not use such device (or any Pre- Release Software loaded thereon) unless or until Company makes available a commercial version of the Pre-Release Software available. At Company's request, You agree to provide certification of Your compliance with the foregoing requirements upon any termination.

Within seven (7) days of Your receipt of Company's termination once, or earlier if requested by Company, You will return, cease all use of, and/or destroy the Pre-Release Software and all other Confidential Information as provided in this Section.

21. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, RELIABILITY, AVAILABILITY, OR PERFORMANCE.

COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DATA LOSS.

22. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(B) COMPANY SHALL NOT BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR PROFESSIONAL LOSSES;

(D) COMPANY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

(i) FIFTY U.S. DOLLARS ($50.00); OR

(ii) THE AMOUNT PAID BY USER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

(E) THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

23. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Company and its members, managers, officers, employees, contractors, affiliates, successors, and assigns from claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising from:

(a) your use of the Platform;

(b) your User Content;

(d) your violation of law; or

(e) your infringement of another party's rights.

24. FORCE MAJEURE

Company shall not be liable for delays, interruptions, failures, or inability to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, governmental actions, labor disputes, utility failures, internet outages, cybersecurity incidents, hosting failures, or failures of third-party service providers.

25. ELECTRONIC COMMUNICATIONS

You consent to receive agreements, disclosures, notices, updates, and communications electronically.

Electronic records satisfy legal requirements for written communications.

26. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Illinois, excluding conflict-of-law principles.

27. BINDING ARBITRATION; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY.

Any dispute, claim, or controversy arising from or relating to this Agreement or the Platform shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association under applicable rules.

The arbitration shall be conducted before a single arbitrator.

The arbitrator shall have exclusive authority to resolve disputes regarding interpretation, applicability, enforceability, or formation of this arbitration provision.

THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, MASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION.

Nothing in this section prevents Company from seeking temporary, preliminary, or permanent injunctive relief relating to intellectual-property rights, confidential information, or unauthorized Platform access.

28. CHANGES TO AGREEMENT

Company may modify this Agreement at any time.

We obtain your assent through a clickwrap mechanism. Before you can create an account, you must affirmatively check separate boxes indicating that you agree to our Terms and to the Operator's Privacy Policy, each presented to you by a conspicuous, clearly labeled link, and the account-creation control remains disabled until you have done so. The same checkbox mechanism is used to obtain your re-acceptance whenever the Operator publishes a revised version of these Terms or the Privacy Policy, as described in the Changes to Terms section below. Each acceptance and re-acceptance is recorded by the Service together with the document version, a timestamp, your IP address, and your user-agent, and constitutes your assent to the applicable version as a whole.

29. SURVIVAL

Sections relating to intellectual property, licenses, ownership, feedback, indemnification, disclaimers, limitations of liability, dispute resolution, arbitration, confidentiality obligations, and any provisions intended by their nature to survive shall survive termination.

30. SEVERABILITY

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

31. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the Platform and supersedes prior agreements relating to its subject matter.