TERMS OF USE FOR CLIENTS

(Last updated: 25 April 2020)

 

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1.THE TERMS OF USE

1.1. Thank you for expressing your interest in subscribing to ThoughtFullChat’s services as a (“Client”).

 

1.2. The following are the terms and conditions (the "Agreement") which govern your access to and use of our online platform through which mental health services as described in these Terms of Use may be provided by selected mental health professionals ("ThoughtFull Professionals"; those services, "Mental Health Services"). The platform may be provided or be accessible via multiple websites or locations whether owned and/or operated by us or by third parties, including, without limitation, the website thoughtfull.world and its related applications including ThoughtFullChat (collectively the "Platform").

1.3. By entering into this Agreement, you agree to be bound by the terms and conditions contained herein. You should read this Agreement carefully before starting to use the Platform.

 

1.4. When the terms "we", "us", "our" or similar are used in this Agreement, they refer to any person or company that owns and operates the Platform, including but not limited to ThoughtFull World Pte. Ltd. (the "Company") and its affiliates.

 

1.5. When the terms “you”, “your” or similar are used in this Agreement, they refer to the individual, also known as the Client as described in Clause 1.1, who is considering subscribing to services provided by ThoughtFull Professionals through the ThoughtFullChat application or its related platforms.   

 

 

2.THOUGHTFULL PROFESSIONALS

2.1. ThoughFull Professsionals are independent providers of Mental Health Services to Clients via the Platform and are neither our employees, agents nor representatives of us or the Company. You hereby acknowledge and agree that all ThoughtFull Professionals are fully independent providers and are solely responsible for the manner in which Mental Health Services are provided to Clients.

 

2.2. By entering this Agreement, you acknowledge that the Platform's role is limited to connecting ThoughtFull Professionals with Clients, and that we exercise no control or influence over any ThoughtFull Professionals’ independent judgment with respect to the information conveyed to Clients.

 

2.3. By entering this Agreement, you understand, agree and acknowledge that the Mental Health Services provided by ThoughtFull Professionals may not be appropriate for every Client or particular situation and are not a substitute for a face-to-face examination and/or care.  If the assigned ThoughtFull Professional is unable to provide appropriate Mental Health Services for a given Client, he or she may request that the Client be reassigned by the Company. As Clients, you will also have the option to change ThoughtFull Professionals at any point in time. You may do so via ThoughtFullChat’s mobile application or by submitting a written request to hello@thoughtfull.world.

 

2.4. Kindly note that Mental Health Services provided by all ThoughtFull Professionals are for educational, informational, supportive and other non-clinical and non-medical purposes only. ThoughtFull Professionals will not provide diagnoses, medical treatment, prescriptions, clinical supervision as part of the Mental Health Services or provide Mental Health Services for any clinical or medical purposes (collectively, “Prohibited Actions”).

 

2.5. Should you encounter any of the aforementioned Prohibited Actions with any of the ThoughtFull Professionals, kindly report the actions, including name of the affected Thoughtfull Professional, Client’s full name, brief summary of the event and evidence of the Prohibited Action to: legal@thoughtfull.world.

 

3. YOUR ACCOUNT, REPRESENTATIONS, CONDUCT AND COMMITMENTS

 

3.1. You hereby confirm that you are legally able to, or legally authorised to consent on behalf of the Client to, consent and enter into this Agreement and carry out Client obligations and all terms under this Agreement.

 

3.2. You acknowledge, agree, and confirm, that you are responsible for maintaining the confidentiality of your password and any other security information related to your ThoughtFullChat account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.

 

3.3. You hereby confirm and agree that all the information that you provided in or through the Platform is, and all information that you will provide in or through the Platform in the future will be accurate, true, current, and complete. Furthermore, you agree that during the term of this Agreement, steps will be taken to ensure that the accuracy of this information is maintained, updated, and complete.

 

3.4. You agree and confirm that your use of the Platform to receive Mental Health Services is for the intended Client’s own personal use only and that you are not using the Platform or receiving Mental Health Services for and/or on behalf of any other person other than the intended Client.

 

3.5. You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of the Company’s and/or Platform’s systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

 

3.6. You agree and commit not to make any use of the Platform for the posting, sending or delivering of any of the following:

3.6.1. unsolicited email and/or advertisement or promotion of goods and services (including, without limitation, those related to alcohol, tobacco, gambling and wagering);

3.6.2. malicious software or code;

3.6.3. unlawful, misleading, fraudulent, harassing, privacy invading, abusive, threatening, vulgar, obscene, discriminatory, racist or potentially harmful content;

3.6.4. any content that infringes a third party right including intellectual property rights;

3.6.5. any content that advertises, promotes, or disparages any religion or religious opinion or other information;

3.6.6. any libellous or otherwise defamatory content;

3.6.7. any content that advertises, promotes, or disparages any political party, opinion, or other information;

3.6.8. any content that may cause damage to a User, Professional, the Company or its affiliates, or any other third party; or

3.6.9. any content which may constitute, cause or encourage a criminal action or violate any applicable law.

3.7. You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the ThoughtFull Professionals and us.

 

4. SUBSCRIPTION

4.1.. Clients may access and subscribe to the Platform’s services by means, but without limitation, of the following:

4.1.1. direct individual subscription; or

4.1.2. via an Employee Assistance Program (EAP) and/or an Employer-sponsored benefit plan; or

4.1.3. an insurance-backed plan

4.2. Any payment made for the access and/or usage of the Platform’s services is used to compensate ThoughtFull Professionals for the provision of Mental Health Services in accordance with clause 2, and the Company for its software development, overhead, administrative services and other corporate costs and fees, including transaction fees for credit card usage.

4.2.1. Regardless of any payments made, the Company and Platform does not hold itself out as your direct provider of Mental Health Services as that is the role of your ThoughtFull Professional. You agree to pay all fees and charges associated with your Account Access on a timely basis in accordance with the fee schedule, and the terms and rates published from time to time. Such fees and charges (including any taxes and late fees, as applicable) may be charged to the credit card or payment information you provided during the initial setup of your Account. You agree to maintain valid credit card or payment information in your Account. By providing the Platform with your credit card or payment information, you authorize us to bill and charge you in accordance with the information provided.

4.2.2. If you access the Services through an EAP or an Employer-sponsored benefit plan or other insurance-backed plan, your payment will be arranged by a third party “Payor” which is a third party that administers or insures the benefit program you are a member of through your employer. In this instance, you may still be responsible for co-payment or payment for additional services which are explained in your benefit program. Due notice of such additional payment, where applicable, will be provided before it is charged.

4.2.3. You acknowledge and agree that it is the responsibility of the Client to ensure that the payment information provided is current and complete. Any changes of payment information can be done directly in the mobile application itself or by contacting the Platform’s administration at hello@thoughtfull.world

 

4.3. The Platform’s services run on a monthly subscription-based model billed periodically based on the Client’s preferences and our set billing cycles. This model applies in most instances unless otherwise agreed upon separate to this Agreement.

 

4.4. Client can change their subscription packages anytime via ThoughtFullChat’s mobile application. The new package will be effective immediately after the end of your current billing cycle.

 

4.5. Cancellation of subscription can be completed in the following ways:

4.5.1. For individual subscribers, your subscription can be cancelled anytime within ThoughtFullChat’s mobile application and will be effective immediately after the end of your current billing cycle.

4.5.2. For individuals subscribing through an EAP or employer-sponsored program or insurance-backed plan, your subscription can also be cancelled anytime within ThoughtFullChat’s mobile application and will be effective immediately after the end of your current billing cycle. This will indicate to the Payor that you no longer wish to continue with the services and the necessary arrangements will be made between Payor and Platform.

 

4.6. Client acknowledges that the Platform and/or Company reserves the right to change prices and subscription plans anytime without advance notice. In such instances, measures will be taken on a best-effort basis to ensure that there will be little to no disruption of the current and active subscriptions.

4.7. In addition to the subscription process expressed in clauses 4.1.- 4.6., Clients accessing the Platform through an EAP or 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 with the EAP or network benefit administrator and is not shared with your Provider. This information is also required to confirm program or benefit eligibility, your specific benefits, and to prevent insurance and benefit fraud.

 

5. PERSONAL DATA

5.1. The Company complies in all respects with the Personal Data Protection Act (the "PDPA") with respect to any personal data provided by you. By entering into this Agreement, you consent to the collection, use, disclosure and processing of your personal data by the Company and its affiliates in accordance with the PDPA and the terms set forth in the Company’s guidelines on data collection, handling, and protection, amongst others (collectively set forth in the “Privacy Policy”), as updated from time to time. The Privacy Policy can be found here: https://www.thoughtfull.world/privacy-policy.

 

6. DATA SECURITY, PRIVACY, AND CONFIDENTIALITY

 

6.1. Protecting and safeguarding any information you provide through the Platform is extremely important to us. Information about our security and privacy practices can be found on our Privacy Policy available at https://www.thoughtfull.world/privacy-policy  (the "Privacy Policy").

 

6.2. By agreeing to this Agreement and/or by using the Platform, you are also agreeing to the terms of the Privacy Policy. The Privacy Policy is incorporated into and deemed a part of this Agreement.

 

6.3. You acknowledge that it is your responsibility to notify us immediately of any unauthorized use of your Account Access or any other concern of breach of your account security.

 

6.4. You acknowledge that we will not be liable for any losses or damages incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

 

6.5. You acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access.

 

6.6. You agree and commit not to use the account or Account Access of any other person for any reason.

 

 

7. INTELLECTUAL PROPERTY

7.1. The Company retains 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. The Company shall also own all rights, titles and interests in

7.2.1. any inventions, concepts, data or other works that relate to the Platform, or use Confidential Information (as defined in the Privacy Policy) (collectively, "Inventions"), and

7.2.2. all intellectual property rights in such Inventions, including all patents, copyrights, trade secrets and trademarks (the "IP Rights"). 

 

7.3. You hereby assign all right, title and interest in the Inventions and IP Rights to the Company and agree to take all actions reasonably necessary to accomplish the foregoing ownership.

 

7.4. Except for your right to use the Platform as expressly provided for in this Agreement, you do not and will not acquire any intellectual property right or other right in respect of the Platform.

 

7.5. You shall not, nor attempt to, reverse engineer, modify, or alter the appearance of the ThoughtFullChat application or any other part of the Platform.

 

8. LIMITATION OF LIABILITY AND WARRANTY

 

8.1. By entering this Agreement, you acknowledge that ThoughtFull Professionals are independent providers of Mental Health Services to Clients via the Platform. ThoughtFull Professionals are neither our employee nor agent nor representative. 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 Mental Health 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.

 

8.2. You acknowledge that the Platform is provided "as is" without any express or implied warranties of any kind, including but not limited to merchantability, non-infringement, security, fitness for a particular purpose or accuracy. The use of the Platform is at your own risk. To the fullest extent of the law, we expressly disclaim all warranties of any kind, whether expressed or implied.

 

8.3. You acknowledge that we shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.

 

8.4. You acknowledge that our aggregate liability for damages arising with respect to this Agreement and any and all use of the Platform will not exceed the total amount of money paid by you through the Platform in the 3 months period prior to the date of the claim.

 

8.5. If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

 

8.6. This clause 8 (Limitation of Liability and Warranty) shall survive the termination or expiration of this Agreement.

 

9. INDEMNIFICATION

 

9.1. You will indemnify us and hold us harmless from and against any and all claims, regulatory investigation or enforcement, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys' fees and expenses) arising out of or relating to any of the following:

9.1.1. your access to or use of the Platform;

9.1.2. any actions made with your account or Account Access whether by you or by someone else (whether authorized or not);

9.1.3. your violation of any of the provisions of this Agreement;

9.1.4. non-payment for any of the services (including Mental Health Services) which were provided through the Platform;

9.1.5. your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

9.2. You hereby agree to indemnify us from any and all claims, regulatory investigation or enforcement, damages, liability, settlement, losses and attorneys' fees and expenses, as incurred, arising out of any breach of this Agreement, gross negligence or wilful misconduct by you, including any breach, gross negligence or wilful misconduct by any ThoughtFull Professional.

 

9.3. This clause 9 (Indemnification) shall survive the termination or expiration of this Agreement.

 

 

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 related products, practices, terms or policies, and we will not be liable for any damage or loss 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.

12. GOVERNING LAW, DISPUTE RESOLUTION

12.1. This Agreement (including this clause 14) shall be governed by, construed and enforced in accordance with Singapore law.

 

12.2. Any disagreement, dispute, controversy or claim (each a "Dispute") between you and the Company arising out of or in connection with this Agreement, shall first be notified in writing to the Company ("Dispute Notice") via official correspondence or via electronic mail to our Administration at hello@thoughtfull.world for amicable negotiations between the two parties.

 

12.3. If the Dispute cannot be resolved within 14 business days of receipt of the Dispute Notice, you agree that the Dispute shall be referred to mediation at the Singapore Mediation Centre (SMC) in accordance with SMC's Mediation Procedure in force for the time being. Either you or the Company may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 30 days thereof. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.

 

12.4. If the Dispute is not settled by mediation within 60 days of commencement of the mediation, it 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 Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

 

12.5. Notwithstanding clause 12.4 above:

 

12.5.1. If the Dispute has not been resolved by way or amicable negotiations nor by mediation pursuant to clauses 12.2 and 12.3 above, the Company shall be entitled at any time or, where it receives a Notice of Arbitration from you or your representatives in respect of the Dispute, within 21 days of the date of such receipt, by notice in writing to you or your representatives require that the Dispute be heard by the Singapore courts instead of arbitration.

12.5.2. You agree that, where the Company gives notice to you or your representatives in accordance with clause 12.5.1. above, you or your representatives shall withdraw any Notice of Arbitration that you have sent to the SIAC immediately.

12.5.3. You agree that where the Company gives notice to you or your representatives in accordance to clause 12.5.1. above, the Singapore courts shall have exclusive jurisdiction to decide the Dispute.

 

12.6. For the avoidance of doubt, clauses 12.2 and 12.3 above are to be complied with before the Dispute is referred to either SIAC arbitration or the Singapore courts for final resolution.

 

 

13. CLASS ACTION WAIVER

 

13.1. Where permitted under the applicable law, you agree that each party may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

13.2. Where permitted under the applicable law, unless both our Company and you agree otherwise, the court may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

 

 

14. GENERAL

14.1. This Agreement 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 Agreement.

 

14.2. We may change this Agreement by posting modifications 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 Agreement 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 Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.

 

14.3. We may freely transfer or assign this Agreement or any of its obligations hereunder.

 

14.4. The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.

 

14.5. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect. All clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.

 

14.6. We may provide notices or other communications to you regarding this Agreement 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 hello@thoughtfull.world.

 

14.7. By clicking 'Agree' and/or continuing with the Platform’s process flow, you agree to be bound by the terms of this Agreement.