(Last updated: 24 September 2021)
DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY HOTLINES (995 FOR SINGAPORE; 999 FOR MALAYSIA) IMMEDIATELY.
IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER AND NOTIFY THE RELEVANT AUTHORITIES. FOR INTERNATIONAL MENTAL HEALTH AND SUICIDE HOTLINES, PLEASE BROWSE HERE.
We thank you for expressing your interest in subscribing to the Platform. If you experience any issues or would like to provide any feedback, please feel free to contact us at email@example.com.
1.1 The following are the terms and conditions which govern your access to and use of the Platform through which mental health services (“Services”) as described in this TOU may be provided by selected mental health professionals (the “ThoughtFull Professionals”). The Platform may be provided or be accessible via multiple websites or locations whether owned and/or operated by us or other third parties.
1.2 When the terms “you”, “your”, “yourself” or such other similar terms are used in this TOU, they refer to the individual, also known as the “Client”, who is considering subscribing or has subscribed to the Platform to access the Services provided by the ThoughtFull Professionals.
1.3 By accessing and using the Platform, you agree to be bound by the terms and conditions contained herein.
2.1The ThoughtFull Professionals are independent contractors engaged by us for the provision of the Services. The ThoughtFull Professionals are not our employees, agents or representatives. You hereby acknowledge and agree that the ThoughtFull Professionals are independent contractors and that they are solely responsible for the manner in which the Services are provided to you.
2.2 You further acknowledge and agree that our role in providing the Platform is limited to connecting you with the ThoughtFull Professionals and that we exercise no control or influence over the level of service rendered and the independent judgments of the ThoughtFull Professionals with respect to the information, advice and/or recommendations that have been communicated by them to you.
2.3 You understand, acknowledge and agree that:
(a)the Services provided by the ThoughtFull Professionals may not be appropriate for everyone and/or every situation; and
(b)the Platform and the Services are not substitutes for in-person consultation, examination and/or care.
2.4 You have the option to change the ThoughtFull Professional that has been assigned to you at any point in time. Without limitation to the foregoing, if the ThoughtFull Professional that you have been assigned with is unable to provide the Services in a way that caters to your needs and individual circumstances, you may also make a request to us to be reassigned. Such requests may be submitted in writing via the App or by submitting a written request to firstname.lastname@example.org.
2.5 Kindly note that the Services provided by all the ThoughtFull Professionals are for educational, informational, supportive and other non-clinical and non-medical purposes only. The ThoughtFull Professionals will not provide diagnoses, medical treatment, prescriptions, clinical supervision as part of the Services or provide the Services for any clinical or medical purposes (collectively, the “Prohibited Actions”).
2.6 Should you encounter any of the aforementioned Prohibited Actions with any of the ThoughtFull Professionals, please report such actions with the name of the ThoughtFull Professional in question, a brief summary of the event and any other evidence of the Prohibited Action(s) to email@example.com.
3.YOUR ACCOUNT, REPRESENTATIONS, CONDUCT, UNDERTAKINGS AND
3.1 Upon completion of the subscription process in accordance with the provisions of Clause 4 (Subscription) below, you will be issued an account (“Account”).
3.2 You acknowledge and agree that you are responsible for maintaining the confidentiality of your password and any other security information related to your Account. We advise you to change your password frequently and to take extra care in safeguard your password.
3.3 You hereby confirm and agree that all the information that you have provided in or through the Platform and your Account is, and all information that you will provide in or through the Platform and your Account in the future, will be accurate, true, current, and complete. You further agree that steps will be taken to ensure that the accuracy of this information is maintained, updated and complete.
3.4 You hereby confirm and agree that your use of the Platform and your Account to receive the Services is intended for your own personal use only and that you are not using the Platform, your Account and/or receiving the Services for and on behalf of any other person other than yourself.
3.5 You agree and undertake not to interfere with or disrupt, or attempt to interfere with or disrupt, any of the Platform’s systems, services, servers, networks or infrastructure including, without limitation, obtaining unauthorised access to the aforementioned.
3.6 You agree and undertake not to make use of your Account and/or the Platform for the posting, sending or delivering of any of the following:
(a) unsolicited email and/or advertisement or promotion of goods and services (including, without limitation, those related to alcohol, tobacco, gambling and wagering);
(b) malicious software or code;
(c) unlawful, misleading, fraudulent, harassing, privacy invading, abusive, threatening, vulgar, obscene, discriminatory, racist or potentially harmful content;
(d) any content that infringes a third party right including intellectual property rights;
(e) any content that advertises, promotes, or disparages any religion or religious opinion or other related information;
(f) any libellous or otherwise defamatory content;
(g) any content that advertises, promotes, or disparages any political party, opinion, or other related information;
(h) any content that may cause damage to other Clients, the ThoughtFull Professionals, us, or any other third party; or
(I) any content which may constitute, cause or encourage a criminal action or violate any applicable laws.
3.7 You agree and undertake not to violate any applicable laws in relation to your use of the Account, the Platform and/or your relationship with us and the ThoughtFull Professionals.
4.SUBSCRIPTION AND SUBSCRIPTION FEES
4.1 You may subscribe to and access the Platform and the Services by means, but without limitation, of the following:
(a) direct individual subscription; or
(b) via an Employee Assistance Programme (“EAP”) and/or an employer-sponsored benefit plan; or
(c) an insurance-backed plan,
(hereinafter collectively referred to as the “Subscription”).
4.2A subscription fee is payable by you for the access and/or usage of the Platform (“Subscription Fee”) and such fee is applied towards the following:
(a) compensation of the ThoughtFull Professionals for the provision of the Services in accordance with Clause 2 (ThoughtFull Professionals) above; and
(b) to defray costs for our software development, overheads and administrative services, and other corporate costs and fees, including transaction fees for credit card usage.
4.3 You agree to pay all fees and charges associated with your Subscription on a timely basis in accordance with the fee schedule, and the terms and rates published on the Platform. Such fees and charges (including any taxes and late fees, as applicable) may be charged to the credit card or other payment information you have provided during the initial setup of your Account. You agree to maintain valid credit card or payment information for the purpose of maintaining your Account. By providing your credit card or other payment information, you authorise us to bill and charge you in accordance with the information provided.
4.4 If your Subscription grants you access through an EAP, an employer-sponsored benefit plan or other insurance-backed plan, your payment will be arranged by a third party (the “Payor”) who will be a third party that administers or insures the benefit programme you are a member of and/or through your employer. In this instance, you may still be responsible for any co-payment or payments for additional services which are explained in your benefit programme. Due notice of such additional payment, where applicable, will be provided by us before it is charged.
4.5 You acknowledge and agree that it is your responsibility to ensure that the payment information provided is current and complete. Any changes of payment information can be done directly in the App itself or by contacting us at firstname.lastname@example.org.
4.6 The Subscription runs on a monthly subscription-based model billed periodically based on your preferences and our set billing cycles. The terms herein apply to all Subscriptions unless otherwise separately agreed upon in writing.
4.7 You may change your subscription package at any time via the App. The new package will be effective immediately after the end of your current billing cycle.
4.8 Cancellation of the Subscription can be completed in the following ways:
(a) for individual subscribers, your Subscription can be cancelled any time within the App and will be effective immediately after the end of your current billing cycle;
(b) for individuals subscribing through an EAP, employer-sponsored programme or insurance-backed plan, your Subscription can also be cancelled any time within the App and will be effective immediately after the end of your current billing cycle. The Payor will be notified that you no longer wish to continue with the Subscription and the necessary arrangements will be made between us and the Payor.
4.9 All payments that have been made are non-refundable.
4.10 You acknowledge that we reserve all rights to change our prices and other terms relating to the Subscription at any time without advance notice. In such instances, measures will be taken on a best-effort basis to ensure that there will be little or no disruption to current and active Subscriptions.
4.11 Further to Clauses 4.1 to 4.10 above, Clients who access the Platform through an EAP, an employer-sponsored benefit plan or other insurance-backed plans may be required to provide additional registration information. This information is collected to confirm your eligibility under such plans and will not be shared with any the ThoughtFull Professionals. This information is also required to confirm the programme and/or benefit eligibility, your specific benefits, and to prevent fraud.
6. DATA SECURITY, PRIVACY AND CONFIDENTIALITY
6.3 You acknowledge and agree that it is your responsibility to, and that you shall, notify us immediately of any unauthorised use of your Account or any other concern of breach(es) of your Account.
6.4 You acknowledge and agree that we will not be liable for any losses and/or damages suffered and/or incurred as a result of someone else using your Account, either with or without your consent and/or knowledge.
6.5 You acknowledge and agree that you are solely and fully responsible for all activities and actions performed through your Account and shall be solely liable for any losses and/or damages suffered and/or incurred in connection thereto.
6.6 You agree and undertake not to use the Account of any other Client for any reason.
7. INTELLECTUAL PROPERTY
7.1 We retain and shall retain all existing and future rights in the Platform, including all existing and future patent, copyright, trade secret, trademark and other intellectual property rights therein.
7.2 We also own all rights, titles and interests in:
(a) any inventions, concepts, data or other works that relate to the Platform (collectively, "Inventions"); and
(b) all intellectual property rights in such Inventions, including all patents, copyrights, trade secrets and trademarks ("IP Rights").
7.3 You hereby assign all rights, titles and interests in the Inventions and IP Rights to us and agree to take all actions reasonably necessary to accomplish the foregoing ownership.
7.4 Except for your right to use your Account and/or the Platform as expressly provided for in this TOU, you agree that you do not and will not acquire any intellectual property rights or any other rights in respect of the Platform.
7.5 You shall not, nor attempt to, reverse engineer, modify, or alter the appearance of the App or any other part of the Platform.
8.LIMITATION OF LIABILITY AND WARRANTIES
8.1 Our Platform is not intended for and may not be used by minors. By using our Platform, you represent that you have attained the age of 18 and have the capacity to enter into legally binding contracts.
8.2 Further to Clause 2 (ThoughtFull Professionals) above and by using the Platform and/or receiving the Services, you acknowledge and agree that our Platform only serves to connect you with the ThoughtFull Professionals. You further acknowledge and agree that the ThoughtFull Professionals are independent contractors engaged by us for the provision of the Services and we do not hold ourselves out as your direct provider of the Services. ThoughtFull Professionals are not our employees, agents or representatives. The ThoughtFull Professionals are solely responsible for the manner in which the Services are provided to you. We give no assurance, representation or warranty of any kind (whether express or implied) about the provision of, and disclaim all liability for, the Services. You hereby release us and agree to hold us harmless from any and all causes of action and claims of any nature resulting from the Services provided by any ThoughtFull Professional through the Platform, including (without limitation) any act, omission, opinion, response, advice, suggestion, information and/or service of any ThoughtFull Professional and/or any other content or information accessible through the Platform.
8.3 Your access to and use of the Platform and the Services are at your own risk. You understand and agree that the Platform is provided to you on an “as is” basis. We disclaim all warranties and conditions, whether express or implied, of the Platform being of satisfactory quality, fitness for a particular purpose, or non-infringement to the maximum extent permitted under the applicable laws. We make no warranty or representation and disclaim all responsibility and liability for (i) the completeness, accuracy, availability, timeliness, security or reliability of the Platform; and (ii) whether the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
8.4 You acknowledge and agree that we shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.
8.5 You acknowledge and agree that our aggregate liability for damages arising in connection with your use of the Platform shall not exceed the total amount of money paid by you by way of Subscription Fees or otherwise for the 3-month period immediately preceding the date of your claim.
8.6 If any provision of this TOU is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this TOU shall not be affected or impaired thereby.
8.7 This Clause 8 shall survive the termination or expiration of this TOU.
9.1You acknowledge and agree that you will indemnify us and hold us harmless from and against any and all claims, regulatory investigations or enforcement, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable legal fees and expenses) arising out of or relating to any of the following:
(a) your access to or use of the Platform;
(b) any actions made with your Account whether by you or by someone else (whether authorized or not);
(c) your breach of any of the provisions of this TOU;
(d) non-payment for any of the Services which were provided through the Platform; and
(e) your breach of any third party rights, including, without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights.
9.2 You acknowledge and agree to indemnify us from any and all claims, regulatory investigations or enforcement, damages, liability, settlement, losses and legal fees and expenses, as incurred, arising out of any breach of the provisions of this TOU, gross negligence or wilful misconduct by you, including any breach, gross negligence or wilful misconduct by any ThoughtFull Professional.
9.3 This Clause 9 shall survive the termination or expiration of this TOU.
10.THIRD PARTY CONTENT
10.1 The Platform may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any products, services, practices, terms or policies, and we will not be liable for any damage or loss incurred which may be caused by any Third Party Content.
11.MODIFICATIONS, TERMINATION, INTERRUPTION, AND DISRUPTIONS TO THE PLATFORM
11.1 You acknowledge, understand, and agree that we may modify, suspend, disrupt or discontinue any or all parts of the Platform, or the use of the Platform, whether to all Clients or to you specifically, at any time with or without notice to you. You acknowledge and agree that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.
11.2 The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors, suppliers, and/or partners. While we make commercially reasonable efforts to ensure the Platform's reliability and accessibility, you understand and agree that no Platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
11.3 We reserve the right to suspend or terminate your access to our Platform if we reasonably believe:
(a) you are in serious or repeated breach of these terms (including a prolonged failure to settle any payment);
(b) you are using the Platform in a manner that would cause a real risk of harm or loss to us, other Clients or the public at large;
(c) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or such other legal processes; or
(d) our provision of the Platform to you is no longer possible or commercially viable.
In any of the above cases, we will notify you by the email address associated with your Account unless we are prohibited from notifying you by law.
11.4 Where we consider necessary or appropriate, we will report any breach of these terms to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.
12.GOVERNING LAW AND DISPUTE RESOLUTION
12.1 The provisions of this TOU (including this Clause 12) shall be governed by, construed and enforced in accordance with Singapore law.
12.2 Any dispute arising out of or in connection with this TOU, including any question regarding its existence, validity or termination (“Dispute”) shall first be submitted to the Singapore Mediation Centre (“SMC”) for resolution by mediation in accordance with SMC’s Mediation Procedure for the time being in force, which is deemed to be incorporated by reference in this Clause 12.2. Both parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached.
12.3 If we cannot resolve the Dispute for any reason in accordance with Clause 12.2, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause 12.3.
12.4 The seat of the arbitration shall be in Singapore.
12.5 The tribunal shall consist of one arbitrator.
12.6 The language of the arbitration shall be in English.
13.1 The provisions set out in this TOU constitutes the entire agreement between you and us. You confirm that you have not relied upon any promises or representations by us except as set forth in this TOU.
13.2 This TOU may be amended, supplemented and/or updated from time to time and shall be communicated to you by our posting such amendments, supplements and/or updates on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this TOU frequently where the last update date will be noted. By using the Platform after the changes become effective, you agree to be bound by such changes to the TOU. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.
13.3 You may not assign your rights or transfer your obligations under this TOU without our prior written consent but we may assign our rights or transfer our obligations under this TOU to any affiliate or third party at our sole discretion. In the event that we intend to transfer our obligations to an affiliate or third party, we shall give you reasonable notice of our intention to do so. By continuing with your Subscription, you are deemed to consent to such transfer.
13.4 The paragraph headings in this TOU are solely for the sake of convenience and will not be applied in the interpretation of this TOU.
13.5 If any provision of this TOU is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this TOU will remain in full force and effect. All clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this TOU.
13.6 We may provide notices or other communications to you regarding this TOU or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to email@example.com.