Platform License and Terms of Service

TheraPro AI, Inc.

Last Updated: June 9, 2025


  1. Welcome and Introduction
  2. Welcome to TheraPro! TheraPro is a set of tools based on artificial intelligence that are intended for use by psychotherapists and related professionals to summarize and gain insights from both in-person and virtual conversations with their patients. We hope to help those therapists provide better care.

    Please carefully read through this Platform License and Terms of Service (“Agreement”), since it is a binding agreement between the individual or company using the Services (“you” or derivatives thereof) and TheraPro AI, Inc. (“TheraPro,” “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 Recordings, Summaries, and Insights (defined below) that are made available by TheraPro (the “Content”). If you are using the Services or accessing the Content 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 understand 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 access any Content.

    This Agreement also incorporates the terms of any Addendum that may apply to a feature that is included in your plan, including updates to those terms.

    The term “Services” includes all the software, features, applications, widgets, and tools we provide, as well as the functionality made available through the Services, including our platform, any help desk system, connectivity APIs, the “Content” (defined above), 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 is 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 and add new features and services using an online form, paper agreement, or other paper or electronic means acceptable to TheraPro (“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 TheraPro conflicts with the provisions of this Agreement, the provisions of the Order Form will prevail.


  3. Healthcare Requirements and Restrictions
  4. TheraPro is intended for use by professionals who are properly trained, licensed, and authorized to provide mental or behavioral health counseling services or administrators acting on their behalf (“Licensed Professional(s)”). You certify that either (1) you are a duly qualified Licensed Professional with an active, unrestricted license, and that you are legally authorized to provide your services in the jurisdiction(s) in which you practice or (2) your use of the Services will be limited to administrative functions. You understand and agree that the Services are not intended to be a substitute for, nor delivered in place of services that would otherwise be delivered by Licensed Professionals in your jurisdiction(s). 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.

    We acknowledge that as a healthcare provider, you may be subject to the Health Insurance Portability and Accountability Act (“HIPAA”) and other regulation or law that relate to the processing and protection of personal health information. To the extent you are required by law to enter into a Business Associate Agreement with us, due to our processing of personal health information, we agree to be bound as a “Business Associate” under the terms of our standard Business Associate Agreement posted here. You also agree to those terms, as applicable to you, and you agree to notify us of any change to your obligations under HIPAA or the other applicable law that is substantially likely to impact our obligations under this Agreement. If we deem in our sole discretion that any changes in HIPAA or other applicable law will materially increase our obligations under this Agreement, we may immediately terminate this Agreement without any further obligations.


  5. Exchange, Processing, and Use of Information
  6. As part of the Services, we will capture audio recordings (“Recording(s)”) of your therapy sessions or other interactions with your clients, customers, or patients (hereinafter “Client(s)”) on your behalf, including any dictation you may add after the end of a session. (The term “Client” always includes a parent or guardian on behalf of a child when applicable.) Those Recordings are transcribed by us or our service providers as soon as the Recording is provided to us and are then deleted promptly after transcription. We may use portions of Recordings for other purposes directly related to providing our Services, such as differentiating one speaker from another, and we may delay deletion of Recordings in rare cases where they are needed to help debug user issues, but only for the time period required to resolve those issues.

    From the Recordings, we prepare written records of what was said (“Transcript(s)”). We then prepare summaries of the Transcripts for your authorized use as authorized by your Client, including edits you may make (“Summaries”). We may use the Transcripts or Recordings to offer insights to you, such as suggesting a presenting problem, treatment approaches, and/or possible diagnosis options based on session content. We may also provide insights based on analysis of your and your Clients’ voices, and may provide functionality that allows therapists the ability to search for certain words or phrases used within a session and give therapists insights into multiple sessions and across multiple clients, including reminders of important information related to a Client. All of the tools and functionality provided by TheraPro, including features covered by an Addendum, that are not included in the terms “Recordings,” “Transcripts,” and “Summaries” above in this section, as well as the Clinical Decision Support Insights defined below, are known as “Insights” in this Agreement. You are solely responsible to assess and determine whether Insights should be implemented into any of your interactions with Clients or your practice in general.

    The Transcripts, Summaries, and Insights will be generated using our Services, and may be provided by our service providers. We own the Recordings, Transcripts, Summaries, and Insights, subject to our license of those materials to you. The Summaries will be returned to you for your review, editing, and approval. Our license to you includes access to the Summaries, Insights, and, if made available to you, the Transcripts, for your internal clinical use, including incorporation into your clinical records where permitted by law and professional standards. Because the Summaries, Insights, and Transcripts 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, Insights, or Transcripts, 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, and that you have exercised your own independent professional judgment and training in the use or application of any Insights. You will not have continued access to the Recordings, since they are deleted promptly after they are transcribed.

    The Recordings, Transcripts, Summaries, and Insights may include sensitive data such as information regarding your Clients’ health, state of mind, plans, histories, and other information disclosed during therapy sessions or other related professional interactions, all of which you acknowledge is extremely sensitive and subject to legal, professional, and other requirements of confidentiality and privacy. You agree to use the Recordings, Transcripts, Summaries, and Insights only in connection with your provision of professional services and only as allowed by applicable law.

    TheraPro may use the Recordings, Transcripts, Summaries, and Insights in an unrestricted manner to provide the Services to you. However, if TheraPro intends to use any of those materials for any purpose other than to provide the Services, it will do so only after de-identifying the materials it intends to use in such manner. Such use will always comply with applicable law.

    If you delete any or all of the Summaries using the Services, those Summaries will be deleted from your access portal and will no longer be available to you. You may specifically request us to delete Summaries on our secure system, and we will comply with your request in a reasonable timeframe unless we are prohibited by applicable law from doing so.

    All the other data related directly to your practice that is processed using the Services (“Your Data”) is exclusively owned by you, except to the extent you grant us a license to Your Data. For clarity, Your Data does not include usage data related to your use of the Services, such as the times you access and use the Services, your IP address and other identifying information, as well as information related to the equipment and system(s) you use to access the Services, administrative contact information, and feedback you give us regarding the Content we provide (“Usage Information”). Usage Information may be used by us in our sole discretion to improve the Services and for our other business purposes such as account maintenance and marketing.

    Notwithstanding any restrictions identified in this Agreement, to the extent we take commercially reasonable steps to de-identify the Transcripts, Summaries, and Insights, we may use the resulting data (“De-Identified Data”) in perpetuity for our own business purposes, including without limitation training any artificial intelligence program we develop or use and making our business processes and our Services better and more helpful. We may also use the De-Identified Data to create new features and products, associate therapists to sessions, link sessions together to create longitudinal session histories and other groupings, make data more accessible, perform and/or authorize and publish scholarly and technical research, and for other similar business purposes. To the extent Your Data is included in these De-Identified Data, you grant us a perpetual, non-exclusive, transferable, assignable, royalty-free, and worldwide license to Your Data for the purposes described in this paragraph.

    You represent and warrant that, with respect to any Recordings you cause the Services to capture on your behalf, (1) your Client has authorized you to cause such Recordings to be captured, (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 authorization from the individual whose voice is captured by the Recordings to allow us to use the Transcripts, Summaries, Insights, and De-Identified Data as described in this Agreement, including any new or additional features, enhancements, or products we may add to the Services in the future. While we do not provide legal advice to our customers, the written authorization you obtain from the individuals whose voice is captured by the Recordings must contain terms substantially similar to the sample authorization form found here. You agree to have the sample reviewed by your own counsel, to the extent you deem such review necessary, and you agree to be solely responsible for obtaining the appropriate authorizations from your Clients.


  7. Received Materials
  8. If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, feedback, testimonials, 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 and Continuing Use
  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, and the revisions will be retroactive. Any other changes to this Agreement shall be effective only if they are 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, along with price increases and charges for added services.


  13. Trials and Beta Testing
  14. From time to time, we or others on our behalf may offer access to beta features 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 FEATURE, YOU ACKNOWLEDGE THAT THE BETA FEATURE 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, Acceptable Use, and Trade Restrictions
  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 or Content 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 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.

    You must comply with all applicable trade laws, including sanctions and export control laws. Our Services and the Content may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services and the Content may not be used for any end use prohibited by applicable trade laws, and your input may not include material or information that requires a government license for release or export.


  17. Third-Party Applications
  18. The Services may be integrated with third-party applications, websites, and services used to store, access, and manipulate the Summaries, Insights, and Your Data (“Third Party Applications”), such as practice management systems or electronic health records. 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, or 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 defend, indemnify and hold Company harmless from and against any claim related to the 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 Summaries, Insights, 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. Clinical Decision Support
  26. Certain features of TheraPro generate Insights (“Clinical Decision Support Insights”) intended to support clinical decision-making by Licensed Professionals who are users of TheraPro. Features such as Diagnostic Assistance and Treatment Planning fall into this category. The terms in this Clinical Decision Support section apply to your use of Clinical Decision Support Insights, to the extent your plan includes features that produce such Clinical Decision Support Insights:

    • Clinical Decision Support Insights are based only on the contents of the session(s) or portion(s) of session(s) to which TheraPro has listened. TheraPro is not aware of and will therefore not take into consideration any other data outside of this for the purpose of producing these Clinical Decision Support Insights. You acknowledge that you, as the clinician, are responsible for gathering and factoring in all relevant data before making any clinical decisions, such as assigning a clinical diagnosis or deciding on the best course of treatment for your Client.
    • Clinical Decision Support Insights are intended only as suggestions for consideration by you, the clinician. Such Clinical Decision Support Insights when produced by TheraPro may be missing valuable information relevant to your Client’s situation, and because they are based on artificial intelligence, may make unwarranted assumptions. For example, a differential diagnosis produced by TheraPro may not contain a correct diagnosis for your Client. Or a diagnosis that appears on the list may not match the data at all. You are responsible for using your professional judgment to interpret all Clinical Decision Support Insights. You should not rely primarily on any of the Clinical Decision Support Insights produced by TheraPro for making clinical decisions, such as assigning a diagnosis or devising the most appropriate course of treatment for your Client.
    • Clinical Decision Support Insights are not intended for use in emergency or time-limited situations when there is pressure to make clinical decisions quickly. Such situations can lead to an increase in automation bias, or the propensity to over-rely on output from an automated system like TheraPro for decision-making, rather than properly incorporating that output as a suggestion that informs your own clinical judgment. You agree not to use Clinical Decision Support Insights in such time-pressured situations.
    • TheraPro uses a kind of AI called large language models (LLMs) to produce Clinical Decision Support Insights. LLMs are imperfect and subject to occasional hallucination, meaning they may generate data that are inaccurate or that point to non-existent resources. Any portion of a Clinical Decision Support Insight produced by TheraPro is subject to hallucination, including suggested diagnoses, treatment options, or portions thereof such as the name of a condition, an ICD code, or the data from a session used to support the Insight. You acknowledge that you will not rely on the Clinical Decision Support Insights produced by TheraPro or assume that they are accurate without your own verification.
    • Clinical Decision Support Insights have not been validated to be clinically sound. There are not yet any clinical studies that show, for example, how good the suggested diagnoses or treatment options produced by TheraPro are compared to those produced by expert humans, given the same data. You acknowledge that all Clinical Decision Support Insights should be treated as suggestions only, and you are responsible for assessing the applicability of any suggestion to the facts of a particular case.
    • Clinical Decision Support Insights are not a “device” under the definition contained in Section 201(h) of the Federal Food, Drug, and Cosmetic Act. Rather, they are non-device clinical decision support tools, and you agree to use them exclusively in that function.

  27. Warranty
  28. Company warrants that to the best of our knowledge, the Services, with the exception of services provided to us by our service providers, and all elements thereof do not directly 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 directly infringe on the intellectual property rights of such third party.


  29. Disclaimer of Warranty
  30. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND EVERY ELEMENT THEREOF, INCLUDING WITHOUT LIMITATION THE SUMMARIES, INSIGHTS, AND CLINICAL DECISION SUPPORT INSIGHTS, IF ANY, 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 OF 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.


  31. Limitation of Liability
  32. 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 WITHOUT LIMITATION DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES OR CONTENT, 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 OR USE OF THE SERVICES OR THE CONTENT (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.

  33. Service Limitations, Modifications, and Back-up
  34. 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. We may provide you with a certain number of days to access and download the Summaries and Insights, and if we do, you are responsible to save the Summaries and Insights using a different tool before the end of the period we disclose.


  35. Term and Termination; Survival
  36. 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 any perpetual license granted by you under this Agreement 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 Agreement to give effect to those provisions, shall survive termination.


  37. Governing Law and Jurisdiction
  38. 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.


  39. Attorney Fees
  40. 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.


  41. Entire Agreement
  42. 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.


  43. Non-Waiver
  44. 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.


  45. Severability; Binding Effect
  46. 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.


  47. Force Majeure
  48. 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.


  49. Defense and Indemnification
  50. 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 and the Content, including without limitation any claim by any Client based on the inaccuracy, untimeliness, or incompleteness of any Recording, Transcript, Summary, Insight, or Your Data, (2) your failure to comply with any of the provisions of applicable law, (3) your breach of any of the provisions of this Agreement, and (4) your relationship and interactions with your Clients. 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 borne such costs); 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.


  51. Independent Contractors
  52. 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.


  53. Privacy Obligations
  54. You acknowledge that many jurisdictions, including states within the United States, countries, and other jurisdictions have imposed obligations on how commercial and other parties may collect, process, and use the personal information of individuals with whom the parties interact. TheraPro is a tool that is used worldwide, and therefore, it makes reasonable efforts to comply with data privacy laws that apply to it. However, under most applicable laws, TheraPro is a data processer or service provider having secondary responsibility for the processing of the personal data of data subjects. Because you control the means and purposes of processing the personal data of your data subjects for most purposes, you are a controller under applicable laws and are responsible to ensure that the personal data of those data subjects is processed in accordance with applicable law. However, to the extent we process your Clients’ De-Identified Data for our own purposes and are a controller under applicable law, we will comply with that applicable law. Company’s commitment to assisting you in complying with applicable data privacy laws and our own commitment to comply with applicable law directly are described in our Data Processing Agreement (“DPA”). We have no other obligation to you other than as expressly set forth in the DPA, this Agreement, or as required directly by applicable law.