Platform License and Terms of Service

Novosi, LLC

Effective Date: January 26, 2024
Version: 2

  1. Welcome and Introduction
  2. Welcome to TheraPro!
    TheraPro is a tool used by therapists and other professionals to summarize conversations between those therapists and their clients. Those conversations may be in-person or virtual.

    Please carefully read through this Platform License and Terms of Service (“Agreement”), since they are a binding agreement between the professional or company using the Services (“you” or derivatives thereof) and Novosi, LLC (“Novosi,” “Company,” “we,” or derivatives thereof). The Agreement is effective when you accept this Agreement or otherwise use any of the Services or access any content or material, including summaries made available by Novosi (the “Content”). If you are using the Services on behalf of a company or other entity, you individually warrant and represent that you are properly exercising your authority to bind such company or entity.

    This Agreement incorporates our Privacy Policy. You acknowledge that you have read and understood the Agreement and agree to be bound by it. If you don’t agree with (or cannot comply with) the Agreement, then you may not use the Services or consume any Content.

    The term “Services” includes all the software, applications, widgets, tools, and functionality made available through the Services, including our platform, any help desk system, connectivity APIs, and related support services and third-party services. Any new features which augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term “Services.” However, the term “Services” does not include Professional Services. “Professional Services” means any work we do at your request to develop features, modifications, or customizations for your specific use, as well as any other work we do for you that are not included in our standard Services. If you ever require Professional Services, we will enter into a separate written agreement with you outlining the Professional Services and the terms under which they will be provided.

    You may register to use the Services using an online form, paper agreement, or other paper or electronic means acceptable to Novosi (“Order Form”). Any proper Order Form is incorporated into this Agreement, and you agree to its provisions as if it were fully set forth herein. To the extent any provision of a proper Order Form accepted by Novosi conflicts with the provisions of this Agreement, the provisions of the Order Form will prevail.

  3. Healthcare Requirements and Restrictions
  4. TheraPro is intended only for use by properly trained, licensed, and authorized mental health professionals. You certify that you are a duly trained, qualified, licensed mental health professional, with an active unrestricted license, and that you are legally authorized to provide mental health services and treatment or other healthcare related services in the jurisdiction(s) you practice. You understand and agree that the Services are not intended to be a substitute for, nor in place of properly trained, licensed, and authorized mental health professionals. You further understand and agree that Company is not responsible or liable for any advice, course of treatment, diagnosis, or any other information or service you provide to any patient or other individual; or for the accuracy, completeness, or suitability of any data, information, or summary provided by the Services. You understand and agree not to rely on the Services or any output of the Services, for making mental health or other healthcare related decisions.

  5. Exchange, Processing, and Use of Information
  6. As part of the Services, you will provide recordings of your therapy sessions or other interactions with your clients or customers (hereinafter “Client(s)”) and information related to such recordings (individually and together, the “Recordings”). We or our service providers will provide summaries of the Recordings for your authorized use as authorized by your Client (“Summaries”). The Summaries will be generated automatically using our Platform, and may be provided by our service providers. The Summaries will be returned to you for your review, editing, and approval. Our license to you includes access to the Summaries, but because the Summaries are generated using one or more software programs and are not reviewed by us, we do not offer any warranty or representation regarding the Summaries, including their accuracy, timeliness, or completeness. You are solely responsible to ensure that the Summaries that you access or use have been reviewed and edited by you, and that they are accurate, timely, and complete.

    Your use of the Services may involve Recordings that include sensitive data such as information regarding your Clients’ health, state of mind, plans, histories, and other information disclosed during therapy sessions, all of which you acknowledge is extremely sensitive and subject to legal, professional, and other requirements of confidentiality and privacy. This specific information, along with all other data related to your practice that is processed using the Services (“Your Data”) belongs to you and, to the extent provided in the law, to your Clients. You exclusively own Your Data, except to the extent it belongs to your Clients.

    Notwithstanding the foregoing, to the extent we de-identify Your Data and the Recordings and remove any personally identifying information from Your Data and the Recordings, we may use the resulting data (“De-Identified Data”) for our own internal business purposes, including without limitation training any artificially intelligence program we develop or use and making our internal business processes better and more helpful.

    You represent and warrant that, with respect to any Recordings you submit to the Services, (1) you have the right to submit such Recordings, (2) such Recordings, or their use by Company as contemplated by the Agreement, do not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), privacy, publicity, personality, or other rights of others, and (3) you have the express written consent for such use from the individual whose information appears in the Recordings.

    You grant us and our service providers a non-exclusive, transferable, assignable, perpetual, royalty-free, worldwide license to use the Recordings, the Summaries, and Your Data in connection with the Services that we provide to you. You grant the same license to us for purposes of improving the Services for you and our other Clients, provided the Recordings, Summaries, and Your Data are aggregated, anonymized or de-identified in a manner that prevents the use thereof to identify any individual.

  7. Received Materials
  8. If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.

  9. Changes to this Agreement
  10. At certain times, we may in our discretion need to make revisions to this Agreement. If we do, we will notify you by posting notices on the website or by e-mailing you. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. Any other changes to this Agreement shall be effective only if it is in writing and signed by both parties.

  11. Services, Payment, and Term
  12. Certain of our Services may be offered without charge. For others, you may be required to pay a subscription fee (“Fee”). The description of which Services are free and which Services require the payment of Fees is set forth in the Order Form describing the Services, and the Services and the Fees payable may change from time to time with or without notice.

    When you agree to pay using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.

  13. Trials and Beta Testing
  14. From time to time, we or others on our behalf may offer access to beta models of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a “Trial”). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

    For some Trials, we may require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU THE APPLICABLE FEES ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THE SUBSCRIPTION TO CONTINUE ON A RECURRING MONTHLY BASIS, YOU MUST TERMINATE YOUR SUBSCRIPTION OR CANCEL THE APPLICABLE PAID SUBSCRIPTION AS PROVIDED IN THE APP OR OTHER METHOD WE OFFER AT THE TIME. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

    IF THE TRIAL CONSISTS OF ACCESS TO A BETA MODEL, YOU ACKNOWLEDGE THAT THE BETA MODEL HAS NOT BEEN FULLY DEVELOPED AND MAY BE SUBJECT TO DEFECTS THAT WOULD BE UNACCEPTABLE IN A FULLY DEVELOPED VERSION. YOU AGREE THAT THE LICENSE GRANTED UNDER A BETA TRIAL IS WITHOUT WARRANTY OF ANY NATURE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS NON-INFRINGEMENT, AND ANY OTHER WARRANTY. BETA USERS HAVE NO CLAIM WHATSOEVER AGAINST US FOR ANY REASON WHATSOEVER.

  15. License and Acceptable Use
  16. Company hereby grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services for your internal business purposes. You have no rights in the Services other than as expressly provided in this Agreement. You may not download any portion of any website or app provided by us or use any Services other than for your own personal business use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any other commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company’s absolute discretion. Company’s logos and product and service names are trademarks of Company. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.

    In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:

    • modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
    • reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
    • use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
    • use the Services in any manner or for any purpose other than as expressly permitted by this Agreement, the Privacy Policy, or any other policy, instruction or terms applicable to the Services;
    • sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
    • remove, obscure or alter any proprietary rights notice pertaining to the Services;
    • access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
    • use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
    • interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
    • access or attempt to access Company’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
    • cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or
    • share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
  17. Third-Party Applications
  18. The Services may be integrated with third-party applications, websites, and services used to store, access, and manipulate the Recordings, Summaries, and Your Data (“Third Party Applications”). You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.

  19. Your Account and Collaborators
  20. You are responsible for maintaining the confidentiality of any account information, including your login and password, if applicable, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account. Company reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account. You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide or obtain through the Services.

    The Services may provide you with the opportunity to invite other professionals, Clients, or other service providers (“Collaborators”) to access Recordings, Summaries, and Your Data. If this functionality is made available to you and you use this functionality, you shall be solely responsible for the actions of your Collaborators. Company may limit the number of licensees with whom an individual Collaborator may collaborate and may require a Collaborator to obtain a paid license at any time, in Company’s sole and absolute discretion. Collaborators are not third-party beneficiaries of this Agreement and are not entitled to any remedies or rights under this Agreement.

  21. Links and Third-Party Rights
  22. Company may provide links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites or resources.

  23. Copyright and Title
  24. The Services and all copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. This Agreement confers no title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.

  25. Warranty
  26. Company warrants that the Services, with the exception of any beta trial, and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.

  27. Disclaimer of Warranty
  28. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND EVERY ELEMENT THEREOF, INCLUDING WITHOUT LIMITATION THE SUMMARIES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, CURRENCY, COMPLETENESS, ACCURACY, OR TRUTHFULNESS OF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF ANY WEBSITE OR APP AND/OR DELIVERY OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee. Any warranties made in this Agreement are for your benefit only.

  29. Limitation of Liability
  30. IN NO EVENT WILL COMPANY, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE 12-MONTH PERIOD PRIOR TO SUCH CLAIM ARISING. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.

  31. Service Limitations, Modifications, and Back-up
  32. Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Company and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.

    You understand that the Services are not intended as a back-up service or to provide any other cloud services and you agree that you shall be solely responsible to download and back up any records or information you may require in the future once the records or information are provided to you for the first time.

  33. Term and Termination; Survival
  34. This Agreement may be terminated by either party upon the breach of any material provision of this Agreement that is not cured within thirty (30) days after notice of breach. However, in the event of termination for any reason, you acknowledge and agree that the perpetual license granted by you in relation to the Recordings, Summaries, and Your Data is irrevocable and will therefore continue after expiry or termination of this Agreement. We may terminate this Agreement or suspend your access to the Services at any time, and with or without notice, in the event of your actual or suspected unauthorized use of the Services. You may terminate this Agreement at any time, but in no event shall you receive a refund of Fees, whether paid in arrears or in advance.

    Any provisions of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreements to give effect to those provisions, shall survive termination.

  35. Governing Law and Jurisdiction
  36. The Services are operated by Company from its offices in Utah in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in the State of Utah, and you do hereby submit to and consent to jurisdiction and venue in the courts of that state. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

  37. Attorney Fees
  38. In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.

  39. Entire Agreement
  40. This Agreement is a binding contract and constitutes the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; is intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.

  41. Non-Waiver
  42. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.

  43. Severability; Binding Effect
  44. If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.

  45. Force Majeure
  46. Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.

  47. Defense and Indemnification
  48. In addition to the other provisions of this Agreement, you agree to defend Company from any actual or threatened claim arising out of or based upon (1) your or your Collaborators’ use of the Services, including without limitation any claim by any Client based on the inaccuracy, untimeliness, or incompleteness of any Summary or Your Data, (2) your failure to comply with any of the provisions of applicable law, and (3) your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorneys’ fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and ( c ) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.

  49. Independent Contractors
  50. The parties to this Agreement are independent contractors, and there is no actual or intended relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party is an agent of the other party, and neither party has the authority to bind the other party, or to incur any obligation on the other party’s behalf.