Terms of Use.

“AI” or "Artificial Intelligence" means the machine-learning, natural language processing, speech recognition and other automated technologies used by or on behalf of the Company to transcribe, classify, extract, summarise, analyse or otherwise process User Data and generate Output through the Platform.

“AI Services” or “AI Providers” means the artificial-intelligence and machine-learning technologies, models and Third Party providers used by the Company to transcribe, classify, extract, summarise, analyse or otherwise process text and audio on the Platform.

“Application” means the Consumer Application or the Enterprise Application, as the context may require, and “Applications” means the Consumer Application and the Enterprise Application, collectively.

“Authorised User” means an individual who: (a) is an employee, agent, contractor, or representative of an Enterprise Client; (b) has been granted access to the Enterprise Application, whether by the Enterprise Client directly or by the Company at the instance of the Enterprise Client; and (c) accesses or uses the Enterprise Application in connection with the rights of the Enterprise Client under the Enterprise Agreement.

“Consumer Application” means the mobile application titled “EmPulse”, made available by the Company for download by individual users, through which such users may access journalling and self-reflection features on a business-to-consumer basis.

“Enterprise Agreement” means the separate written agreement entered into between the Company and an Enterprise Client, governing, inter alia, the access to and use of the Enterprise Application by the Authorised Users of such Enterprise Client.

“Enterprise Application” means the web-based and/or mobile application (as applicable) made available by the Company to Enterprise Clients and their Authorised Users, comprising the modules known as Origin, Trace, Bridge, Lens, and Signal, through which Authorised Users may access clinical documentation, assessment, and related features on a business-to-business basis.

“Enterprise Client” means the hospital, clinic, healthcare institution, or other entity, including an individual practitioner operating in a professional capacity, that has entered into an Enterprise Agreement with the Company under which its Authorised Users are granted access to and use of the Enterprise Application.

“Individual User” means a natural person who is competent to contract under the Indian Contract Act, 1872, being a person who (a) has completed 18 (eighteen) years of age; (b) is of sound mind; and (c) is not disqualified from contracting by any law for the time being in force, and who registers for and uses the Consumer Application directly with the Company for their own personal use.

“Intellectual Property Rights” means and refers to ideas, concepts, creations, discoveries, domain names, inventions, improvements, know-how, trade or business secrets; patents, copyright (including all copyright in any designs and any moral rights), trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, workflows, systems, principles, algorithms, works of authorship, flowcharts, drawings, source codes, object codes, electronic codes, proprietary techniques and other confidential and proprietary information.

“Output” means any content, transcript, extraction, summary, report (including any EmPulse report), score, pattern, insight, alert or other material generated by the Platform or its AI Services in response to User Data.

“Patient” means a natural person whose personal information, including health-related information, is collected, generated, or processed through the use of the Enterprise Application by the Authorised Users of an Enterprise Client, in connection with the provision of services to such person; for the avoidance of doubt, a Patient is not a party to this Agreement, and the obligation to obtain and manage a Patient's consent for the processing of such information is that of the relevant Enterprise Client, as governed under the Enterprise Agreement.

“Platform” means the Website and the Application(s), collectively.

“Privacy Policy” means the privacy policy at /privacy and, in respect of the Enterprise Application, any data-processing addendum or agreement entered into between the Company and an Enterprise Client.

“Services” means the services offered by the Company or the Platform, whether through the Enterprise Application or the Consumer Application.

“Third Party Application” means any application or service developed by any person, firm, company or entity other than the Company.

“User” means, individually or collectively as the context requires, an Individual User and/or an Authorised User; and “Users” shall be construed accordingly.

“User Data” means electronic or digital content, data and information input into the Platform by or on behalf of a User (including, in the case of the Enterprise Application, Patient data such as assessment responses, session audio, transcripts and derived clinical elements) or collected through the Platform by the Company. A significant proportion of User Data constitutes health and other sensitive or special-category personal data.

“Website” means the website(s) owned, operated, or controlled by the Company at empaithy.com, including any sub-domains, successor, or related websites, through which access to the Platform, or any part thereof, is made available.

The Company offers the Services through two distinct product lines, and this Agreement applies to both. The Company distinguishes throughout between an Authorised User and an Individual User, who are collectively referred to as the "User. Where a provision applies to only one category, it is identified as such; where it refers to the "User" without qualification, it applies to both.

The Enterprise Application: software licensed to Enterprise Clients to support clinical care across the patient journey, comprising five modules: Origin (pre-visit assessments), Trace (during-session capture, including session audio), Bridge (post-session continuity), Lens (ongoing longitudinal intelligence), and Signal (intervention and proactive risk alerts). Users of the Enterprise Application are Authorised Users.

The Consumer Application: a micro-journaling and mental-wellbeing application distributed through the Apple App Store and Google Play, through which an individual records journal entries and receives a reflective report feature known as EmPulse. Users of the Consumer Application are Individual Users.

Micro-journaling. The Platform offers micro-journaling, allowing Users to record their thoughts and feelings through:

1. 2.4.1

   Text Entry: a typing interface enabling Users to record journal entries in written form; and

2. 2.4.2

   Voice-to-Text: a feature enabling Users to convert spoken words into written text; the Company does not store any voice or speech data.

Personal information collected through the features described in Clause 2.4 is used for the ongoing development and enhancement of the Company's AI model. All such data is anonymised prior to use for AI model training, with identifiers removed such that it cannot be linked back to a User.

This Agreement applies to: (a) Authorised Users who access the Enterprise Application, on behalf of an Enterprise Client, to support the delivery of mental-health care; (b) Individual Users who use the Consumer Application to reflect on their own mental wellbeing; and (c) any other natural person who accesses or interacts with the Platform for any purpose.

Additional or superseding terms may apply to an Authorised User's access to the Enterprise Application under the Enterprise Agreement entered into between the Company and the relevant Enterprise Client. In respect of such access, this Agreement, the Enterprise Agreement, and the Privacy Policy are intended to be read together, and in the event of any conflict or inconsistency between them, the following order of precedence shall apply:

1. 3.2.1

   as between the Enterprise Agreement and this Agreement, the Enterprise Agreement shall prevail to the extent of the conflict; and

2. 3.2.2

   as between the Enterprise Agreement and the Privacy Policy, the Privacy Policy shall prevail to the extent of the conflict.

For the avoidance of doubt, nothing in the Enterprise Agreement or this Agreement shall reduce the protections afforded to personal data under the Privacy Policy or applicable data-protection law.

The Enterprise Application (Authorised Users). The Enterprise Application is a software tool that assists Authorised Users in capturing, transcribing, organising and analysing information arising in and around clinical sessions, and in maintaining continuity of care. In respect of Patient data processed through the Enterprise Application, the Enterprise Client is the party that holds the clinical relationship with, and determines the purposes and means of processing of, such data. The Company acts as a service provider and data processor that processes such data on the documented instructions of the Enterprise Client. Nothing in this Agreement makes the Company the treating provider of, or responsible for the clinical care of, any Patient.

The Consumer Application (Individual Users). In respect of the Consumer Application, the Individual User signs up directly with the Company via the Platform, and the Company is the party that determines the purposes and means of processing the Individual User's data and accordingly acts as the data fiduciary/controller for that data. The Company's handling of Individual User data is governed by this Agreement and the Privacy Policy.

The Services are intended to support, and not to replace, the judgement of a qualified mental-health professional.

While the Platform's AI-driven insights aim to help in the understanding and monitoring of a User's mental well-being, these should not be mistaken for a professional medical evaluation. The Platform's analysis is not equipped to serve as a diagnosis or an indication of a specific mental health condition. Users are strongly encouraged to consult with qualified healthcare professionals for any concerns or symptoms they may experience.

Users should acknowledge the limitations of the Platform's feedback accuracy, which depends on the quality and completeness of the information provided by the User. The Platform is not an alternative to the critical and personalised care provided by mental health professionals.

The Platform relies on AI and AI Services, including Third Party AI Providers, to transcribe audio and to classify, extract, summarise and analyse text. Output is probabilistic and imperfect by nature and may contain errors, mis-transcriptions, mis-attributions, incomplete or inaccurate extractions, and content that appears plausible but is incorrect. The Company does not warrant and cannot guarantee the accuracy, completeness, reliability or fitness for any particular purpose of any Output. Users must exercise independent judgement and must not rely on Output as a sole or authoritative source of fact.

The Company provides software tools and does not hold the Platform out as a medical device. The Platform is not intended to diagnose, cure, mitigate, treat or prevent any disease or condition.

The Platform is not a crisis, emergency or suicide-prevention service and does not provide emergency intervention, monitoring or supervision. If a User or any person is in crisis, experiencing thoughts of self-harm or suicide, or otherwise in need of urgent help, such person should contact local emergency services or a qualified crisis helpline immediately.

Users, as approved by the Company, shall have the right to use the Services. To register on the Platform, a User must sign up using their email or mobile number, along with additional details such as a username and password, if applicable. The registration details provided are used to generate an anonymised User profile.

The User is solely responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account, and must take appropriate measures to secure the devices and browsers they use to prevent unauthorised access to their account.

Each Authorised User acknowledges that their access to the Enterprise Application may be created, managed, or disabled by the relevant Enterprise Client, and that they are responsible for all activity conducted under their own account, but not for activity conducted under the accounts of other Authorised Users.

By registering, the User acknowledges that the Platform will process their data in accordance with the Privacy Policy. Any registration details which the Company identifies as untrue or misleading shall entitle the Company to terminate the use of the Platform by such User with immediate effect.

Conditions of Registering.

1. 6.5.1

   To register on the Platform, the User must be at least 18 (eighteen) years old. By registering on the Platform, or accepting this Agreement, the User affirms that they are 18 (eighteen) years of age or older and possess the legal right, authority and capacity to use the Services.

2. 6.5.2

   The User shall use the Platform in accordance with this Agreement and the Privacy Policy.

3. 6.5.3

   The Company may, at any time and with or without notice, revise any of the features and functions it provides on the Platform, including removing such features and functions completely.

4. 6.5.4

   The Company reserves the right to integrate the Platform with any Third Party Application to provide additional services as it may deem fit.

By accessing or using the Enterprise Application, each Authorised User represents and warrants that:

1. 7.1.1

   they are an employee, consultant, contractor, or other representative of the relevant Enterprise Client;

2. 7.1.2

   they have been duly authorised by such Enterprise Client to access and use the Enterprise Application on its behalf, in the manner and to the extent permitted under the Enterprise Agreement;

3. 7.1.3

   their access to and use of the Enterprise Application, including any Patient data processed thereby, is within the scope of, and in accordance with, such authorisation;

4. 7.1.4

   prior to any Patient's information being captured, recorded, transcribed, or otherwise processed through the Enterprise Application, such Patient (or their lawful guardian, where applicable) has been clearly informed that their information will be recorded, transcribed, and analysed using automated and AI-based tools, and that such information may be processed by Third Party sub-processors, including outside India;

5. 7.1.5

   the Patient's free, specific, and informed consent to such recording and processing has been obtained and documented in a manner capable of being withdrawn; and

6. 7.1.6

   the Authorised User will honour any withdrawal of such consent, and any request by a Patient to cease recording, and will promptly communicate any such request to the Company where action by the Company is required to give effect to it.

The Company shall provide reasonable functionality within the Enterprise Application to support the capture of consent under Clause 7.1.5.; provided that the obligation to obtain, verify, and maintain valid Patient consent, and to determine the lawfulness of any recording or processing, rests solely with the Authorised User and the relevant Enterprise Client, as further governed under the Enterprise Agreement.

The Platform may generate automated alerts where it detects possible indicators of risk, including risk of self-harm (“Risk Alerts”). The Company does not warrant that the Platform will detect, or correctly detect, any particular risk. Risk Alerts may be inaccurate, over-inclusive, delayed, or absent, and the absence of a Risk Alert must never be interpreted as an assurance that no risk exists. A Risk Alert is decision-support only; the Company does not monitor Risk Alerts and does not provide any intervention.

Each Authorised User acknowledges and agrees that the duty to review, triage, escalate, and act upon any Risk Alert, and to provide or arrange any clinical or emergency response, rests solely with the Authorised User and the treating professional, and that the Authorised User is responsible for determining and discharging any professional, ethical, or legal duty (including any duty to warn, protect, or report) that may arise on detection of risk, consistent with applicable law and the Mental Healthcare Act, 2017.

The Platform offers a mental well-being tracker, enabling Users to document and monitor their emotional states over time. The Platform analyses information voluntarily submitted by a User to identify trends and generate insights. Such insights are for informational purposes only, do not constitute medical advice, diagnosis or treatment, and may be affected by the quality and completeness of the information provided.

The User acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. This Agreement does not have to be signed in order to be binding; the User indicates its assent by clicking “REGISTER” or a similar button presented at the time of opening an account with the Company.

By using any of the Services, a User acknowledges and agrees to be bound by this Agreement. If a User disagrees with any part of this Agreement, such User must refrain from using the Platform or the Services.

Fees payable for the Services depend on the subscription plan selected by the User, and shall be as displayed on the Platform or otherwise communicated by the Company from time to time.

Individual Users shall make payment through the online payment methods made available on the Platform, including credit cards, debit cards, net banking, UPI, digital wallets, or such other methods as the Company may support from time to time.

For Authorised Users, the applicable fees, payment terms and invoicing arrangements shall be governed by the Enterprise Agreement entered into between the Company and the relevant Enterprise Client, which shall prevail over this Agreement to the extent of any inconsistency.

The Platform may contain message or bulletin boards, chat rooms, or other communication facilities (“Forums”). Users agree to use Forums only to send and receive messages and material proper to, and related to, the particular Forum. When using Forums, a User shall not:

1. 12.1.1

   defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;

2. 12.1.2

   publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material;

3. 12.1.3

   upload files containing software or material protected by intellectual property laws, unless the User owns or controls the rights thereto or has obtained all necessary consents;

4. 12.1.4

   upload files containing viruses, corrupted files, or similar software that may damage another's computer;

5. 12.1.5

   conduct or forward surveys, contests, or chain letters; or

6. 12.1.6

   download any file posted by another User that the downloading User knows, or reasonably should know, cannot be legally distributed in such manner.

All Forums are public, not private, communications. Content posted by Users is not endorsed by the Company. The Company reserves the right, for any reason, to remove without notice any content received from Users.

The Platform incorporates AI processing and relies on Third Party providers to deliver the Services. User Data (including clinical text and journal text) may be transmitted to and processed by AI Providers and other sub-processors, some of which are located outside India. By using the Platform, the User acknowledges and authorises such processing and cross-border transfer, subject to the safeguards described in the Privacy Policy and, where applicable, the Enterprise Agreement.

The Company’s current categories of sub-processors include AI model providers, a speech-to-text provider, cloud hosting and storage, payment processing, app-store distribution, analytics and error-logging, and transactional messaging.

The Company and its AI processing providers implement security measures intended to safeguard the integrity and confidentiality of User Data. The accuracy of Output cannot be guaranteed, and Users must exercise judgement and discretion in their interactions with the Platform.

The Platform employs measures directed at User confidentiality. Users register with a username and password and are represented within the Company's database by a unique code. Users use identity credentials for sign-in and recovery, and the system identifies Users using encrypted identities. Data is processed into quantifiable variables for analysis, with a privacy check applied to filter out personal identifiers, such that User conversations are stored without private information.

The Company retains all title, rights and interest in and to the Platform, including all software and applications used to provide and operate it, and any source code, artwork, media, improvements, enhancements, updates, modifications and derivative works thereof, whether patentable or not.

Content available on the Platform, including AI-generated Output, software, photographs, written content, images, graphics, audio, logos, video clips and animations, is the exclusive property of the Company, its partners, licensors and assignees, and is protected under applicable intellectual property laws. As between the Company and an Enterprise Client, the Enterprise Client's underlying Patient data and clinical records remain the property of, or under the control of, the Enterprise Client, subject to the licence granted to the Company under the Enterprise Agreement to process such data to provide the Services.

Users are prohibited from publishing, transmitting, participating in the transfer or sale of, reproducing, creating derivative works from, distributing, publicly performing or publicly displaying any material or content on the Platform, in whole or in part, without the Company's prior written consent. For permissions, Users must contact support@empaithy.com. The Company owns and retains all right, title and interest in and to the Empaithy™ brand.

The Platform may feature links to external websites or platforms not under the Company's control, each with its own terms and privacy policies. A User who accesses such a site leaves the Platform and becomes subject to that site's terms, which the Company does not endorse, approve or verify. Users are advised to review the terms and conditions of any external site before engaging in any activity there.

To access and use the Platform, a User will need a personal computer, smartphone, or other device meeting the system and compatibility requirements the Company establishes from time to time (a “Compatible Device”).

The Applications are available for handheld mobile devices running Android OS or iOS operating systems, as applicable. The Company will use reasonable efforts to make the Applications available at all times; however, a User acknowledges that the Applications are provided over the internet and mobile networks, and their quality and availability may be affected by factors outside the Company's reasonable control.

The Company does not accept any responsibility for unavailability of the Platform, or any difficulty or inability to download or access content, or any communication system failure resulting in the Platform being unavailable.

In no event shall the Company, its officers, directors, employees or agents be liable to any User or any other person for any direct, indirect, incidental, special, punitive or consequential damages whatsoever arising from or relating to: any errors, mistakes, inaccuracies, omissions or limitations of Output; any clinical, treatment or personal decision taken in reliance on the Platform or its Output; any failure to detect, or any delayed, incomplete or erroneous detection of, risk of self-harm or other risk; personal injury or property damage of any nature; unauthorised access to or use of the Company's servers or any personal information stored therein; interruption or cessation of transmission to or from the Platform; any bugs, viruses or the like transmitted through the Platform by any third party; or any errors or omissions in any content, or any loss or damage incurred as a result of the use of any content made available via the Platform.

Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, the aggregate liability of the Company arising out of or in connection with this Agreement or the Platform shall not exceed the total amount of fees actually paid by the relevant User to the Company for the Services during the 12 (twelve) months immediately preceding the event giving rise to the claim.

The User agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents, licensors and suppliers from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement, or any activity related to the User’s account (including negligent or wrongful conduct), by the User or any person accessing the Platform using the User’s account.

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in New Delhi, India.

Any dispute, controversy, or claim arising out of or in connection with this Agreement or a User's use of the Platform shall first be attempted to be resolved amicably through good faith discussions. If not resolved within 30 (thirty) days, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended, by a sole arbitrator appointed mutually by the parties. The seat and venue of arbitration shall be New Delhi, India, and proceedings shall be conducted in English.

Questions about this Agreement may be directed to:

Email: support@empaithy.com

Address: 7/20 Industrial Area, Kirti Nagar, 110015, West Delhi, New Delhi, India 110015