Terms of Service

Last updated: 12 Feb 2025

Welcome to the official Emosapien Terms of Service. This document serves as a binding therapy software user agreement regarding your use of our platform.

Please read these terms alongside our Privacy Policy to understand your rights. We operate in compliance with Australian laws; for more on consumer rights, you may refer to the ACCC website. Below, we outline the scope of this Emosapien Terms of Service agreement.

These Terms of Service (the “Terms”) form a legally binding agreement between you and Emosapien Pty Ltd (“Emosapien,” “we,” “us,” or “our”) that governs your access to and use of Emosapien’s websites, applications, and related services (collectively, the “Services”).

By creating an account, clicking “I agree,” or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company, clinic, practice, or other organization, you represent that you have authority to bind that organization, and “you” or “Customer” will refer to that entity.

If you do not agree to these Terms, do not access or use the Services.

1. About Emosapien

Emosapien is an AI-powered decision support and engagement platform for mental health practitioners. The Services may include, for example, automated or assisted documentation, analytics, real-time insights and recommendations, and tools to support ongoing engagement with clients or patients.

Emosapien does not provide medical care, diagnosis, treatment, or crisis support. We do not have a clinical relationship with your clients or patients, and we do not practice medicine, psychology, psychotherapy, counseling, or any regulated health profession.

All decisions about diagnosis, treatment plans, risk management, crisis intervention, and other aspects of clinical care remain solely with you and your authorized personnel.

2. Eligibility and Accounts

2.1 Eligible users

The Services are intended for use by:

Licensed or otherwise authorized mental health or health professionals, and
Legal entities such as clinics, practices, hospitals, telehealth providers, universities, or similar organizations.

You represent and warrant that:

You are at least the age of majority in your jurisdiction and capable of forming a binding contract.
If you provide health or mental health services, you are duly licensed, registered, or otherwise authorized to do so where required by law, and you will maintain that status while using the Services.
Your use of the Services complies with all laws and regulations that apply to you, including professional and clinical standards.

2.2 Account registration

To use the Services you must create an account and provide accurate, complete, and current information. You agree to keep your account information up to date.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account (including activity by your employees, contractors, and other users you authorize). If you believe your account has been compromised, you must notify us promptly.

2.3 Seats and end users

If your subscription includes multiple user profiles or “seats,” each seat is for use by a single individual only. You must not share logins between individuals.

Your use of the Services may involve your own end users, such as clients, patients, supervisees, students, or staff (collectively, “End Users”). You are responsible for:

Managing and monitoring your End Users’ access to and use of the Services, and
Ensuring they comply with these Terms and any additional policies we make available.

3. Scope of the Services; No Medical or Emergency Services

3.1 Decision support only

The Services are designed to assist practitioners with documentation, analytics, insights, recommendations, and engagement tools. Any outputs from the Services (including notes, summaries, treatment suggestions, risk flags, engagement prompts, or other AI-generated content) are for informational and support purposes only.

You remain solely responsible for:

Reviewing, verifying, and editing all outputs before using them in a clinical or administrative context,
Applying your own professional judgment, training, and experience, and
Ensuring that all care, documentation, and communication meet applicable legal, ethical, and professional standards.

3.2 No medical advice

The Services do not provide medical, psychological, psychiatric, or other health advice to clients or patients, and do not create a provider-patient relationship between Emosapien and any person. You must not represent to any person that Emosapien is providing treatment, diagnosis, crisis support, or any form of professional health service.

3.3 No emergency or crisis support

The Services are not designed for emergency or crisis situations. They do not monitor, triage, respond to, or escalate urgent or life-threatening events.

You must ensure that:

You and your End Users do not rely on the Services in place of emergency or crisis services, and
Clients and patients are clearly informed that in an emergency, they must contact their local emergency number or crisis service immediately.

4. Consents, Client Communications, and Compliance

4.1 Your responsibility for consents

Depending on your jurisdiction, recording sessions, processing personal data, using AI tools, or sharing data with service providers may require consent from clients, patients, and other individuals (for example, family members in a session).

You are solely responsible for:

Determining what consents or notices are required by law or by your professional body,
Obtaining those consents before you upload or collect any information through the Services,
Providing any mandatory privacy notices and disclosures, and
Keeping appropriate records of those consents.

We may provide templates or tools to help you collect consent or provide notices, but those are provided for convenience only and do not constitute legal advice.

4.2 Compliance with health and privacy laws

You are solely responsible for ensuring that your use of the Services complies with all laws and regulations that apply to you and your clients or patients, which may include, for example:

Health privacy and health information laws,
Telehealth or telemedicine regulations,
Licensing and professional conduct rules,
Data protection and privacy laws (for example, GDPR in the EU, or equivalent laws elsewhere), and
Consumer, advertising, and record-keeping requirements.

We do not provide legal advice. You should seek your own legal counsel on how these laws apply to your practice and your use of the Services.

4.3 International use

If you access or use the Services from outside Australia, you are responsible for compliance with local laws. You must not use the Services in any jurisdiction where use would be unlawful or where we have restricted access for risk or compliance reasons.

5. Subscriptions, Fees, and Payment

5.1 Plans and fees

By signing up for a paid plan, you agree to pay all applicable Fees in the currency, amounts, and on the schedule specified at sign-up or in an order form.

Access to certain features of the Services may require a paid subscription or other fee (collectively, “Fees”). We may offer different plans, tiers, or usage-based options, as described on our website or in an order form agreed with you.

5.2 Billing and renewals

Unless otherwise stated:

Subscriptions are typically billed in advance on a monthly or annual basis,
Your subscription will automatically renew for successive terms unless you cancel before the end of the then-current term, and
Any changes to your subscription (for example, adding seats) may result in a pro-rated charge or adjustment.

You authorize us, or our third-party payment processors, to charge your chosen payment method for all Fees when due. You are responsible for keeping your payment information accurate and up to date.

5.3 Trials and promotional offers

We may offer free trials, discounts, or promotional access. We reserve the right to modify or terminate any trial or promotion at any time, subject to applicable laws.

If your trial converts to a paid plan automatically, we will inform you of the applicable Fees and renewal terms at or before sign-up.

5.4 Taxes

Unless stated otherwise, Fees are exclusive of any applicable sales, value-added, goods and services, use, or similar taxes. You are responsible for all such taxes, duties, or charges that apply to your subscription, except for taxes based on our income.

5.5 No refunds (except where required by law)

Except as expressly stated in these Terms or required by applicable law (for example, under mandatory consumer laws), all Fees are non-refundable and non-creditable, including for partial periods, unused features, or downgrades.

Nothing in these Terms limits rights that you may have under non-excludable consumer protection laws, such as the Australian Consumer Law or equivalent protections in other jurisdictions.

6. Acceptable Use

You must use the Services only for lawful purposes, in a way that is consistent with these Terms and any additional policies we publish.

You must not (and must not allow anyone else to):

Use the Services in violation of any law, regulation, court order, or professional rule,
Use the Services to provide, attempt to provide, or misrepresent that you are providing emergency or crisis services where you are not qualified or equipped to do so,
Upload, transmit, or store any content that is unlawful, harmful, harassing, defamatory, discriminatory, obscene, or otherwise objectionable,
Infringe, misappropriate, or violate any intellectual property, privacy, or other rights of any person,
Attempt to gain unauthorized access to the Services or related systems, or interfere with their operation (for example, by introducing malware, performing stress tests, or attempting to bypass security controls),
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying models of the Services (except to the limited extent that such restrictions are prohibited by applicable law),
Use the Services to train competing AI models or load large volumes of data for the purpose of benchmarking or competitive analysis, unless we have given you prior written consent, or
Resell, sublicense, or otherwise provide the Services to a third party, except as expressly permitted in an agreement with us.

We may review conduct and content for compliance with these Terms, but we have no obligation to do so. We may suspend or terminate your access under Section 16 if we reasonably believe you have violated these Terms.

7. Your Content and License to Emosapien

7.1 Your content

You or your organization retain all rights to information you and your End Users upload, submit, store, or otherwise process using the Services, including audio, video, text, notes, assessments, tasks, survey responses, and similar materials (“Customer Content”).

You are responsible for:

The accuracy, quality, and legality of Customer Content,
Ensuring you have all necessary rights and consents to upload and process Customer Content using the Services, and
Ensuring that Customer Content does not violate these Terms or any law.

7.2 License to provide the Services

You grant Emosapien a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Content only as reasonably necessary to:

Provide, maintain, and improve the Services,
Prevent or address technical, security, or support issues,
Comply with law or binding orders of governmental authorities, and
As otherwise permitted or required under our Privacy Policy or a separate data processing agreement with you, where applicable.

7.3 Aggregated and de-identified data

We may generate aggregated, anonymized, or de-identified data derived from Customer Content and your use of the Services, in a manner that does not identify any individual or Customer as the source. We may use this data for purposes such as analytics, research, improving our models and products, and generating benchmarks.

We will not re-identify such data or attempt to do so, and we will treat it in accordance with applicable data protection laws.

8. Data Protection and Privacy

8.1 Privacy Policy

Our handling of personal data is described in our Privacy Policy available on our website. By using the Services, you acknowledge that you have read and understood the Privacy Policy and agree that we may process personal data in accordance with it.

In the event of any conflict between these Terms and the Privacy Policy regarding personal data, the Privacy Policy will prevail to the extent of the conflict.

8.2 Data processing roles

In many cases we act as a “processor” or “service provider” (or similar term under applicable law) with respect to personal data that you control as a practitioner or organization. You, as the controller or equivalent, are responsible for the lawful basis of processing, consents, notices, and data subject rights.

Where required under applicable data protection laws (for example, GDPR in the EU/EEA), we may enter into a separate data processing agreement with you. In the event of a conflict between these Terms and such agreement, the data processing agreement will prevail regarding the processing of personal data.

8.3 Security

We implement technical and organizational measures intended to protect personal data and Customer Content against unauthorized access, loss, misuse, or disclosure, as described in our security documentation and Privacy Policy.

However, no system can be completely secure. You acknowledge that you provide information at your own risk, subject to any non-waivable rights under applicable law.

8.4 Cross-border transfers

The Services may involve processing or transferring personal data to countries other than the country in which the data was collected, including countries that may have different data protection laws. Where required, we will implement appropriate safeguards for such transfers in accordance with applicable law (for example, standard contractual clauses for transfers from the EU/EEA).

9. AI-Generated Output and Limitations

9.1 AI limitations

The Services use artificial intelligence and machine learning models that rely on complex statistical techniques. As a result, outputs may:

Be incomplete, inaccurate, or outdated,
Reflect biases inherent in training data or user inputs, and
Vary in quality between sessions.

You must treat all outputs as suggestions or drafts only, not as final, authoritative, or complete statements.

9.2 Your review and verification

You agree to:

Carefully review all outputs before relying on them,
Verify critical facts and clinical information from appropriate sources, and
Correct any inaccuracies before including outputs in official records, communications, or client documentation.

We are not responsible for how you interpret or apply outputs in your clinical or administrative practice.

10. Intellectual Property

10.1 Emosapien IP

Emosapien and its licensors own all right, title, and interest in and to the Services, including all software, AI models, user interfaces, designs, documentation, trademarks, logos, and other materials we provide (“Emosapien IP”). Except for the limited rights expressly granted to you in these Terms, we reserve all rights in Emosapien IP.

10.2 License to use the Services

Subject to these Terms and your payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during your subscription term, for your internal professional or organizational purposes.

10.3 Feedback

If you provide feedback, suggestions, or ideas about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback without restriction, including to improve and develop products and services. We have no obligation to use Feedback, and you are not entitled to any compensation for it.

11. Third-Party Services and Integrations

The Services may integrate or interoperate with third-party products or services (for example, practice management systems, telehealth platforms, payment processors, or communication tools). Your use of any third-party service is subject to that third party’s terms and privacy policies.

We do not control and are not responsible for third-party services, and we do not endorse them. Any issues arising from your use of third-party services are solely between you and the relevant third party.

12. Beta Features and Free Services

From time to time, we may offer features labeled as alpha, beta, preview, early access, or similar (“Beta Features”), or free or trial versions of the Services (“Free Services”).

You understand that:

Beta Features and Free Services may be provided “as is” without support or commitments regarding availability, performance, or quality,
We may change or discontinue them at any time, and
Any use is at your own risk, subject to non-excludable rights under applicable law.

Where permitted by law, our liability for Beta Features and Free Services is excluded or limited to the maximum extent allowed.

13. Warranties and Disclaimers

13.1 Mutual warranties

Each party represents that it has the legal power and authority to enter into these Terms.

13.2 Your warranties

You warrant that:

You have obtained and will maintain all consents, authorizations, and permissions necessary to use the Services with your clients, patients, and other individuals,
You will comply with all laws and professional obligations that apply to your use of the Services, and
You will not use the Services in a way that creates an unreasonable risk of harm to any person.

13.3 Emosapien’s disclaimers

To the fullest extent permitted by law, and except as expressly stated in these Terms:

The Services are provided “as is” and “as available,”
We do not make any specific promises about the accuracy, completeness, reliability, timeliness, or availability of the Services or any outputs, and
We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

Nothing in these Terms is intended to exclude any warranty or right that cannot be excluded under applicable law (for example, certain guarantees under the Australian Consumer Law or equivalent consumer protections in other jurisdictions). If you are a consumer and local law gives you mandatory rights, those rights are not affected.

14. Limitation of Liability

14.1 Exclusions

To the maximum extent permitted by law, neither party will be liable for:

Any indirect, incidental, special, consequential, punitive, or exemplary damages,
Loss of profits, revenue, business, goodwill, data, or anticipated savings,
Business interruption or loss of use, or
Any loss or damage that was not reasonably foreseeable when you first accepted these Terms,

even if a party has been advised of the possibility of such damages.

14.2 Cap on direct damages

To the maximum extent permitted by law, each party’s total aggregate liability arising out of or in connection with the Services or these Terms (whether in contract, tort, strict liability, or otherwise) is limited to the greater of:

The total Fees you paid to us for the Services during the twelve (12) months immediately before the event giving rise to the claim, and
[insert currency and amount, for example, $1,000].

14.3 Exceptions

The limitations and exclusions in this Section do not apply to:

Your payment obligations under these Terms,
Your indemnification obligations,
Your breach of our intellectual property rights,
Any liability that cannot be limited or excluded under applicable law (for example, liability for death or personal injury caused by a party’s negligence, or certain statutory consumer guarantees).

14.4 Application of consumer laws

If you are deemed a consumer under mandatory consumer protection laws (such as the Australian Consumer Law or similar laws in the EU, UK, or United States), then some of the limitations or exclusions in this Section may not apply to you. In that case, our liability is limited to the minimum extent permitted by those laws.

15. Indemnification

15.1 Your indemnity

You agree to indemnify, defend, and hold harmless Emosapien and our officers, directors, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

Your or your End Users’ use of the Services,
Customer Content,
Your breach of these Terms or any applicable law, or
Any allegation that we processed personal data or other information in accordance with your instructions in a way that violated a third party’s rights or applicable laws.

We will promptly notify you of any claim, permit you to control the defense and settlement (subject to our right to participate at our own cost), and cooperate with you at your expense.

15.2 Emosapien indemnity

Subject to the limitations in these Terms, Emosapien will indemnify, defend, and hold you harmless from and against any third-party claim that the Services, when used by you as permitted under these Terms, infringe a third party’s intellectual property rights, and will pay any damages and reasonable costs finally awarded against you (or agreed in settlement by us) that are attributable to such claim. This obligation does not apply to claims arising from:

Modifications to the Services made by anyone other than Emosapien or our authorized agents,
Combination or use of the Services with products, services, data, or processes not provided by Emosapien where the claim would not have arisen but for such combination or use,
Your continued use of the Services after we notify you to stop due to a potential infringement issue, or
Your breach of these Terms.

If a claim is made or appears likely, we may, at our option and cost:

Modify the Services so they are non-infringing,
Replace the Services with a non-infringing alternative that provides substantially equivalent functionality, or
Terminate your access to the affected Services and refund any pre-paid, unused Fees for the remaining subscription term.

This Section states your exclusive remedy and our entire liability for any intellectual property infringement claims relating to the Services.

16. Suspension and Termination of Emosapien Terms of Service

16.1 Your right to terminate

You may stop using the Services at any time. If your account includes a paid subscription, you may cancel it according to the process described in your account settings or in an order form. Cancellation will take effect at the end of the then-current subscription term, unless applicable law requires a different approach.

16.2 Our right to suspend or terminate

We may suspend or terminate your access to the Services, or any part of them, if:

You materially breach these Terms or fail to pay Fees when due and do not cure the breach within a reasonable time after notice,
Your use of the Services poses a security risk or may harm the Services, us, or others,
We are required to do so by law or by a governmental authority, or
We decide to discontinue the Services, in which case we will provide reasonable advance notice where practicable.

We will use reasonable efforts to limit the scope and duration of any suspension to what is strictly necessary.

16.3 Effect of termination

Upon termination or expiration of your subscription:

Your right to use the Services will end,
We may delete or disable access to Customer Content in accordance with our data retention practices and applicable law, and
Any provisions that by their nature should survive termination will continue to apply (including intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution).

If you need to export data at the end of your subscription, you should do so before termination, or contact us in advance to agree on a data export process.

17. Governing Law and Dispute Resolution

17.1 Governing law

Unless another jurisdiction is expressly agreed in writing:

If you are established in Australia or anywhere outside the EU/EEA, UK, or United States, these Terms are governed by the laws of the State of Victoria and the laws of Australia, without regard to conflict-of-law principles.
If mandatory consumer or data protection laws in your country require that local law apply, then those laws will apply to the extent they cannot be excluded.

17.2 Venue

Subject to any mandatory local rights you may have, any dispute arising out of or relating to these Terms or the Services will be subject to the exclusive jurisdiction of the courts located in Victoria, Australia. You and we consent to the personal jurisdiction of those courts.

17.3 Informal resolution

Before starting formal legal proceedings, you agree to first contact us and attempt to resolve the dispute informally. We will do the same. If the dispute is not resolved within a reasonable time (for example, 30 days), either party may pursue available legal remedies.

Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief where necessary to protect its rights.

18. Changes to Services and Emosapien Terms of Service

We are continually improving the Services and may add, change, or remove features or functionality from time to time. We will not materially reduce the core functionality of paid Services for the remainder of your current subscription term without reasonable notice, unless required by law or security considerations.

We may also update these Terms from time to time. When we do, we will post the updated Terms on our website and update the “Last updated” date at the top. If we make material changes, we will take reasonable steps to notify you, which may include email or in-product notices.

If you continue to use the Services after the updated Terms take effect, you will be deemed to have accepted the changes. If you do not agree to the updated Terms, you should stop using the Services and, if applicable, cancel your subscription.

19. General Provisions of Emosapien Terms of Service

19.1 Entire Agreement regarding Emosapien Terms of Service

These Terms, together with any order form and any additional terms or policies referenced in them (such as our Privacy Policy or a data processing agreement where applicable), form the entire agreement between you and Emosapien regarding the Services and supersede any prior or contemporaneous agreements or understandings on the same subject.

19.2 Assignment

You may not assign or transfer your rights or obligations under these Terms (including by merger, acquisition, or sale of assets) without our prior written consent, which will not be unreasonably withheld. We may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

19.3 Independent contractors

You and we are independent contractors. These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship.

19.4 Force majeure

We are not responsible for any delay or failure to perform if caused by events beyond our reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, internet or telecommunications failures, or other similar events.

19.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be replaced by a valid provision that best reflects the original intent.

19.6 No waiver

If we do not enforce a provision right away, that does not mean we are giving up any rights we may have (for example, to enforce the Terms later).

19.7 Notices

We may provide notices to you via the Services, by email to the address associated with your account, or by posting on our website. You may provide notices to us using the contact details provided on our website.