Terms of Service
for Website Users

Welcome to the Agora Mental Health Network® website. AgoraMHN is an online directory and marketing platform designed to help consumers find and learn about licensed mental health professionals. These Terms of Service for Website Users (“Terms”) govern your access to and use of the AgoraMHN website located at www.agoramhn.com (the “Site”).

These Terms constitute a legally binding agreement between you (“User,” “you,” or “your”) and Agora Mental Health Network, LLC, a limited liability company organized under the laws of the State of Delaware and registered to do business in Illinois, doing business as AgoraMHN (“AgoraMHN,” “we,” “us,” or “our”).

A. Acceptance of Terms

AgoraMHN may update or change these Terms from time to time. Any modifications will be effective when the updated Terms are posted to the Site. The “Effective Date” and version number at the top of this document will be updated to reflect the most recent revision. Your continued access to or use of the Site after any modification constitutes your acceptance of the revised Terms.

If you do not agree to these Terms at any time, your sole remedy is to discontinue your use of the Site.

B. About the Site

AgoraMHN is an independent, privately owned online directory of mental health professionals. The Site is not affiliated with, sponsored by, or endorsed by any governmental agency, professional licensing board, insurance company, hospital system, or managed care organization.

Licensed mental health professionals appearing on the Site pay a subscription fee to be listed. AgoraMHN does not independently verify, evaluate, or endorse any mental health professional listed on the Site. Information provided in professional profiles is submitted by each professional and is their sole responsibility. AgoraMHN does not guarantee the accuracy, completeness, or timeliness of any information appearing on the Site.

The Site may contain links to third-party websites for informational purposes. These links do not constitute endorsement of the linked site or its content. Your use of any third-party website is at your own risk and subject to that site’s own terms and policies.

C. No Medical Advice

The information on the Site is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this Site.

If you are experiencing a mental health crisis or emergency, call 988 (Suicide and Crisis Lifeline), call 911, or go to your nearest emergency room immediately. Do not rely on the Site for emergency assistance.

D. No Provider–Patient Relationship

Your use of the Site, or any communication with a mental health professional through the Site, does not create a therapist–patient, counselor–client, psychologist–patient, or any other professional–client relationship. No such relationship is established until you have completed an intake process directly with a mental health professional and mutually agreed to begin a therapeutic relationship.

E. The Site as an Informational Resource

AgoraMHN is a directory and marketing platform designed to connect consumers with mental health professionals. The Site does not provide, arrange, guarantee, or oversee the delivery of any mental health services, and is not responsible for the conduct, qualifications, competency, or actions of any mental health professional listed on the Site. AgoraMHN does not screen or vet mental health professionals beyond verifying that they hold a listed professional license.

F. Providers and Other Healthcare Professionals

Healthcare professionals, researchers, educators, or other qualified users accessing the Site for professional or informational purposes acknowledge that they are doing so in a professional capacity and accept full responsibility for how they use the information provided. AgoraMHN does not provide professional advice, referral services, or endorsements to professionals accessing the Site.

G. Eligibility and Account Registration

The Site is intended for users who are at least eighteen (18) years of age. By using the Site, you represent that you are at least 18 years old. If you are under 18, please do not use the Site. If a parent or guardian believes their minor child has submitted personal information to the Site, please contact us immediately at admin@agoramhn.com so we can remove the information promptly.

If the Site requires you to create an account, you agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials.

H. Account Security

If you create an account, you are solely responsible for all activities conducted under your account. You agree to notify AgoraMHN immediately of any unauthorized use of your account or any other breach of security. AgoraMHN will not be liable for any loss or damage arising from unauthorized access to your account resulting from your failure to safeguard your credentials.

I. Acceptable Use Requirements

By using the Site, you agree that you will not:

• Use the Site for any unlawful purpose or in violation of any applicable local, state, national, or international law;
• Harass, threaten, defame, or otherwise harm any mental health professional listed on the Site, any other user, or AgoraMHN;
• Submit false, misleading, or fraudulent information through the Site, including through the “Send Private Message” contact form;
• Use the contact form to send spam, solicit services, or send messages unrelated to seeking mental health services or making professional referrals;
• Attempt to gain unauthorized access to any portion of the Site, other user accounts, or AgoraMHN’s systems;
• Use any automated tools, bots, scrapers, or data-harvesting software to collect information from the Site;
• Interfere with or disrupt the integrity or performance of the Site or its infrastructure;
• Upload or transmit any malware, viruses, or other malicious code; or
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.

J. User Submissions

If you submit any content to the Site (such as messages, feedback, or other communications), you represent that you are the original author and that such content does not infringe the rights of any third party. You grant AgoraMHN a non-exclusive, royalty-free license to use, reproduce, and display any content you submit for purposes related to operating and improving the Site.

AgoraMHN reserves the right, but not the obligation, to review, remove, or refuse to publish any user-submitted content that it determines is inappropriate, harmful, or contrary to AgoraMHN’s mission or these Terms.

K. Email Communications

The “Send Private Message” button on each therapist’s profile page allows you to forward a message directly to that professional’s email address via an email relay. The professional receives your message in their personal email inbox and may respond directly to you. A read-only copy of your message is stored in the professional’s password-protected AgoraMHN Dashboard.

AgoraMHN does not read, screen, or monitor messages sent through this feature, except as required by law or to investigate alleged violations of these Terms.

L. Links to Third-Party Websites

The Site may contain links to third-party websites for your convenience and information. AgoraMHN has no control over such sites and is not responsible for the content, privacy practices, or terms of any third-party website. The inclusion of a link does not constitute endorsement of the linked site or its content. You access third-party websites at your own risk.

M. Intellectual Property

All content on this Site — including text, graphics, logos, images, audio, video, and software — is the property of AgoraMHN or its content suppliers and is protected by applicable copyright, trademark, and other intellectual property laws. You may access and use the Site for your personal, non-commercial use only. You may not reproduce, distribute, modify, display, or create derivative works from any Site content without the prior written consent of AgoraMHN.

N. Copyright Complaints (DMCA)

If you believe that any content on the Site infringes your copyright, please send a notice to AgoraMHN’s designated agent at admin@agoramhn.com in accordance with the Digital Millennium Copyright Act (DMCA). Your notice must include:

• A description of the copyrighted work you claim has been infringed;
• A description of the material on the Site that you claim is infringing and its location;
• Your contact information (name, address, telephone, email);
• A statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

O. Indemnification

You agree to indemnify, defend, and hold harmless AgoraMHN, its affiliates, owners, officers, directors, employees, agents, and partners from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of the Site, your violation of these Terms, your violation of any applicable law or regulation, or your infringement of the rights of any third party.

P. Disclaimer of Warranties

Q. Limitations on Liability

TO THE EXTENT ANY LIABILITY IS FOUND DESPITE THE FOREGOING, AGORAMHN’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

R. Privacy

Your use of the Site is also governed by AgoraMHN’s Privacy Notice, which is incorporated into these Terms by reference. Please review our Privacy Notice to understand how we collect, use, and protect your personal information.

S. Non-Discrimination

AgoraMHN is committed to equal access to its platform. AgoraMHN does not discriminate on the basis of race, color, national origin, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, or any other characteristic protected by applicable federal, state, or local law. Mental health professionals listed on the Site are required to agree to a non-discrimination obligation as part of their membership terms.

T. Data Security and Breach Notification

AgoraMHN implements commercially reasonable administrative, technical, and physical safeguards to protect user data from unauthorized access, use, alteration, or disclosure. However, no security measures are perfect or impenetrable, and AgoraMHN does not guarantee that your information will never be compromised.

In the event of a confirmed data security breach affecting your personal data, AgoraMHN will provide notice in accordance with applicable state and federal breach notification laws. Notice will be delivered to the email address you have provided to AgoraMHN and may also be posted on the Site.

U. Force Majeure

AgoraMHN shall not be in breach of these Terms or liable for any failure or delay in performance arising from causes beyond its reasonable control, including acts of God, natural disasters, fires, floods, pandemics, governmental actions or orders, war, terrorism, civil unrest, power outages, internet service provider failures, or cyberattacks.

V. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Subject to the Dispute Resolution provisions in Section W, any action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts of competent jurisdiction located in the State of Illinois, and each party hereby irrevocably consents to personal jurisdiction and venue in those courts.

W. Dispute Resolution and Arbitration

Informal Resolution

Before initiating any formal dispute process, you agree to first contact AgoraMHN in writing and give AgoraMHN at least thirty (30) days to attempt informal resolution of the dispute.

Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules, conducted by a single arbitrator. The seat of arbitration shall be in Illinois. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Exceptions

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm. Claims of $5,000 or less may, at the claimant’s election, be brought in small claims court.

Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT BY THE PARTIES IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

X. Injunctive Relief

In the event you breach or threaten to breach these Terms, you acknowledge and agree that AgoraMHN may suffer irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, AgoraMHN may apply to any court of competent jurisdiction for emergency injunctive or other equitable relief to prevent or stop such breach, without the requirement of posting bond or other security, and without impairing AgoraMHN’s right to seek all other available legal and equitable remedies.

Y. Entire Agreement, Severability, and Waiver

Entire Agreement: These Terms, together with AgoraMHN’s Privacy Notice and any other policies expressly incorporated by reference herein, constitute the entire agreement between you and AgoraMHN with respect to your use of the Site, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

Severability: If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

Waiver: No failure or delay by AgoraMHN in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of AgoraMHN.

Z. Amendments to These Terms

AgoraMHN may make changes to the Site or these Terms at any time. Any modifications will be effective when the updated Terms are posted to the Site. The “Effective Date” and version number at the top of this document will be updated to reflect the date of the most recent revision. Your continued access to or use of the Site after any posted modification constitutes your acceptance of the revised Terms.

Contact Information

If you have questions about these Terms, wish to report a potential violation, or need to provide written notice pursuant to any provision, please contact: