Terms of Service

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

Readers are advised to review these terms alongside the Privacy Policy to understand their rights. The company operates in compliance with Australian laws; consumers may reference the ACCC website for additional information.

These Terms of Service form a legally binding agreement between the user and Emosapien Pty Ltd governing access to and use of Emosapien's websites, applications, and related services.

By creating an account, clicking "I agree," or using the Services, you agree to these Terms. If entering into these Terms on behalf of a company, clinic, practice, or organization, you represent that you have authority to bind that entity.

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

Section 1: About Emosapien

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

Critical disclaimer: Emosapien does not provide medical care, diagnosis, treatment, or crisis support. The company does not have a clinical relationship with clients or patients, and does 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 the practitioner and their authorized personnel.

Section 2: Eligibility and Accounts

2.1 Eligible Users

The Services are intended for use by:

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

Users represent and warrant that:

• They are at least the age of majority in their jurisdiction and capable of forming a binding contract
• If providing health or mental health services, they are duly licensed, registered, or otherwise authorized to do so where required by law, and will maintain that status while using the Services
• Their use of the Services complies with all laws and regulations that apply to them, including professional and clinical standards

2.2 Account Registration

To use the Services, users must create an account and provide accurate, complete, and current information. Users agree to keep their account information up to date.

Users are responsible for maintaining the confidentiality of their login credentials and for all activity that occurs under their account, including activity by employees, contractors, and other authorized users. If users believe their account has been compromised, they must notify Emosapien promptly.

2.3 Seats and End Users

If a subscription includes multiple user profiles or "seats," each seat is for use by a single individual only. Login sharing between individuals is prohibited.

Users' use of the Services may involve their own end users, such as clients, patients, supervisees, students, or staff ("End Users"). Users are responsible for:

• Managing and monitoring their End Users' access to and use of the Services
• Ensuring End Users comply with these Terms and any additional policies made available

Section 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.

Users remain solely responsible for:

• Reviewing, verifying, and editing all outputs before using them in a clinical or administrative context
• Applying their own professional judgment, training, and experience
• 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. Users 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.

Users must ensure that:

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

Section 4: Consents, Client Communications, and Compliance

4.1 Your Responsibility for Consents

Depending on 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).

Users are solely responsible for:

• Determining what consents or notices are required by law or by their professional body
• Obtaining those consents before uploading or collecting any information through the Services
• Providing any mandatory privacy notices and disclosures
• Keeping appropriate records of those consents

Emosapien may provide templates or tools to help users 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

Users are solely responsible for ensuring that their use of the Services complies with all laws and regulations that apply to them and their clients or patients, which may include:

• 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)
• Consumer, advertising, and record-keeping requirements

Emosapien does not provide legal advice. Users should seek their own legal counsel on how these laws apply to their practice and their use of the Services.

4.3 International Use

If users access or use the Services from outside Australia, they are responsible for compliance with local laws. They must not use the Services in any jurisdiction where use would be unlawful or where Emosapien has restricted access for risk or compliance reasons.

Section 5: Subscriptions, Fees, and Payment

5.1 Plans and Fees

By signing up for a paid plan, users 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. Emosapien may offer different plans, tiers, or usage-based options, as described on the website or in an order form agreed with the user.

5.2 Billing and Renewals

Unless otherwise stated:

• Subscriptions are typically billed in advance on a monthly or annual basis
• Subscriptions will automatically renew for successive terms unless users cancel before the end of the then-current term
• Changes to subscriptions (for example, adding seats) may result in a pro-rated charge or adjustment

Users authorize Emosapien, or third-party payment processors, to charge their chosen payment method for all Fees when due. Users are responsible for keeping their payment information accurate and up to date.

5.3 Trials and Promotional Offers

Emosapien may offer free trials, discounts, or promotional access. The company reserves the right to modify or terminate any trial or promotion at any time, subject to applicable laws.

If a trial converts to a paid plan automatically, users will be informed 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. Users are responsible for all such taxes, duties, or charges that apply to their subscription, except for taxes based on Emosapien's 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 users may have under non-excludable consumer protection laws, such as the Australian Consumer Law or equivalent protections in other jurisdictions.

Section 6: Acceptable Use

Users must use the Services only for lawful purposes, in a way that is consistent with these Terms and any additional policies Emosapien publishes.

Users 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 they are providing emergency or crisis services where they 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 Emosapien has given prior written consent
• Resell, sublicense, or otherwise provide the Services to a third party, except as expressly permitted in an agreement with Emosapien

Emosapien may review conduct and content for compliance with these Terms, but has no obligation to do so. The company may suspend or terminate a user's access under Section 16 if it reasonably believes they have violated these Terms.

Section 7: Your Content and License to Emosapien

7.1 Your Content

Users or their organizations retain all rights to information they and their 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").

Users are responsible for:

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

7.2 License to Provide the Services

Users 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
• As otherwise permitted or required under Emosapien's Privacy Policy or a separate data processing agreement, where applicable

7.3 Aggregated and De-Identified Data

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

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

Section 8: Data Protection and Privacy

8.1 Privacy Policy

Emosapien's handling of personal data is described in its Privacy Policy. By using the Services, users acknowledge that they have read and understood the Privacy Policy and agree that Emosapien 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 Emosapien acts as a "processor" or "service provider" (or similar term under applicable law) with respect to personal data that users control as a practitioner or organization. Users, 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), Emosapien may enter into a separate data processing agreement with users. 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

Emosapien implements technical and organizational measures intended to protect personal data and Customer Content against unauthorized access, loss, misuse, or disclosure, as described in its security documentation and Privacy Policy. However, no system can be completely secure. Users acknowledge that they provide information at their 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, Emosapien will implement appropriate safeguards for such transfers in accordance with applicable law (for example, standard contractual clauses for transfers from the EU/EEA).

Section 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
• Vary in quality between sessions

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

9.2 Your Review and Verification

Users agree to:

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

Emosapien is not responsible for how users interpret or apply outputs in their clinical or administrative practice.

Section 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 provided ("Emosapien IP"). Except for the limited rights expressly granted to users in these Terms, Emosapien reserves all rights in Emosapien IP.

10.2 License to Use the Services

Subject to these Terms and users' payment of applicable Fees, Emosapien grants users a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during their subscription term, for their internal professional or organizational purposes.

10.3 Feedback

If users provide feedback, suggestions, or ideas about the Services ("Feedback"), they grant Emosapien a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback without restriction, including to improve and develop products and services. Emosapien has no obligation to use Feedback, and users are not entitled to any compensation for it.

Section 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). Users' use of any third-party service is subject to that third party's terms and privacy policies.

Emosapien does not control and is not responsible for third-party services, and does not endorse them. Any issues arising from users' use of third-party services are solely between users and the relevant third party.

Section 12: Beta Features and Free Services

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

Users understand that:

• Beta Features and Free Services may be provided "as is" without support or commitments regarding availability, performance, or quality
• Emosapien may change or discontinue them at any time
• Any use is at users' own risk, subject to non-excludable rights under applicable law

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

Section 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

Users warrant that:

• They have obtained and will maintain all consents, authorizations, and permissions necessary to use the Services with their clients, patients, and other individuals
• They will comply with all laws and professional obligations that apply to their use of the Services
• They 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"
• Emosapien does not make any specific promises about the accuracy, completeness, reliability, timeliness, or availability of the Services or any outputs
• Emosapien disclaims 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 users are consumers and local law gives them mandatory rights, those rights are not affected.

Section 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
• Any loss or damage that was not reasonably foreseeable when users first accepted these Terms

This applies 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 users paid to Emosapien for the Services during the twelve (12) months immediately before the event giving rise to the claim.

14.3 Exceptions

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

• Users' payment obligations under these Terms
• Users' indemnification obligations
• Users' breach of Emosapien's 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 users are deemed consumers 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. In that case, Emosapien's liability is limited to the minimum extent permitted by those laws.

Section 15: Indemnification

15.1 Your Indemnity

Users agree to indemnify, defend, and hold harmless Emosapien and its 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:

• Users' or their End Users' use of the Services
• Customer Content
• Users' breach of these Terms or any applicable law
• Any allegation that Emosapien processed personal data or other information in accordance with users' instructions in a way that violated a third party's rights or applicable laws

Emosapien will promptly notify users of any claim, permit users to control the defense and settlement (subject to Emosapien's right to participate at its own cost), and cooperate with users at their expense.

15.2 Emosapien Indemnity

Subject to the limitations in these Terms, Emosapien will indemnify, defend, and hold users harmless from and against any third-party claim that the Services, when used by users as permitted under these Terms, infringe a third party's intellectual property rights, and will pay any damages and reasonable costs finally awarded against users (or agreed in settlement by Emosapien) 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 its 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
• Users' continued use of the Services after Emosapien notifies them to stop due to a potential infringement issue
• Users' breach of these Terms

If a claim is made or appears likely, Emosapien may, at its option and cost:

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

This Section states users' exclusive remedy and Emosapien's entire liability for any intellectual property infringement claims relating to the Services.

Section 16: Suspension and Termination

16.1 Your Right to Terminate

Users may stop using the Services at any time. If users' accounts include a paid subscription, they may cancel it according to the process described in their 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

Emosapien may suspend or terminate users' access to the Services, or any part of them, if:

• Users materially breach these Terms or fail to pay Fees when due and do not cure the breach within a reasonable time after notice
• Users' use of the Services poses a security risk or may harm the Services, Emosapien, or others
• Emosapien is required to do so by law or by a governmental authority
• Emosapien decides to discontinue the Services, in which case Emosapien will provide reasonable advance notice where practicable

Emosapien 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 users' subscriptions:

• Users' right to use the Services will end
• Emosapien may delete or disable access to Customer Content in accordance with its data retention practices and applicable law
• 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 users need to export data at the end of their subscriptions, they should do so before termination, or contact Emosapien in advance to agree on a data export process.

Section 17: Governing Law and Dispute Resolution

17.1 Governing Law

Unless another jurisdiction is expressly agreed in writing:

• If users 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 users' countries 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 users 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. Users and Emosapien consent to the personal jurisdiction of those courts.

17.3 Informal Resolution

Before starting formal legal proceedings, users agree to first contact Emosapien and attempt to resolve the dispute informally. Emosapien 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.

Section 18: Changes to Services and Terms

Emosapien is continually improving the Services and may add, change, or remove features or functionality from time to time. The company will not materially reduce the core functionality of paid Services for the remainder of users' current subscription terms without reasonable notice, unless required by law or security considerations.

Emosapien may also update these Terms from time to time. When it does, Emosapien will post the updated Terms on its website and update the "Last updated" date at the top. If Emosapien makes material changes, it will take reasonable steps to notify users, which may include email or in-product notices.

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

Section 19: General Provisions

19.1 Entire Agreement

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

19.2 Assignment

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

19.3 Independent Contractors

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

19.4 Force Majeure

Emosapien is not responsible for any delay or failure to perform if caused by events beyond its 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 Emosapien does not enforce a provision right away, that does not mean Emosapien is giving up any rights it may have (for example, to enforce the Terms later).

19.7 Notices

Emosapien may provide notices to users via the Services, by email to the address associated with their accounts, or by posting on its website. Users may provide notices to Emosapien using the contact details provided on its website.

For questions about these terms, contact us at legal@emosapien.com.