You agree to be bound by these Terms and acknowledge having read the privacy policy.

You warrant to us that You have has the legal capacity to enter into these Terms.

That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company or its groups to these Terms.

Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have a limited, non-exclusive, non-transferable right to access and use the Service for your internal business purposes in accordance with the Subscription Plan.

Acceptable Use: You agree not to (a) license, sub-license, sell, resell, rent, lease, transfer, assign, distribute, timeshare, disassemble, reverse engineer, decompile or make the Service available to any third party, other than Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Service or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (c) transmit to IntelliSession AI any Customer Data containing ePHI unless You have entered into a Business Associate Agreement with IntelliSession AI which shall be separately signed by the Parties, if required under HIPAA; (d) use the Services to store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights or export control laws/regulations; (e) access it for purposes of creating derivative works based on, or developing or operating products or Services for third-parties in competition with the Service; (f) use the Service to store or transmit any content that infringes upon any person’s intellectual property rights; (g) use the Service to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (h) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Service(s) (through use of manual or automated means); (i) use the Service in excess of any specified number of User(s) as mentioned in the Subscription Plan; (j) share the login credentials allocated to each User with any other individual; (k) use the AI Notes Feature to violate or incite violation of any third-party rights, applicable rules, regulations or laws, or privacy laws; (l) mislead any person or individual that the notes produced by the AI Notes Feature was solely human-generated; (m) make any automated decisions without appropriate human supervision based on the AI Notes Feature; (o) Use the Services or the AI Notes Feature in any medical, clinical, or therapeutic setting without appropriate certification and adherence to relevant medical regulations and standards.

You acknowledge that We will not be responsible for any deficiency in the Services arising from the lack of accuracy, reliability or completeness of the Customer Data transmitted to the Services.

Except for the rights granted to You under Clause 1.1, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Services including patents, inventions, copyrights, trademarks, domain names, algorithm, methodologies, trade secrets, know-how, shall belong to and remain exclusively with Us.

You own the rights to the Customer Data that You provide to Us. We do not claim ownership over such Customer Data. You grant to Us a royalty-free license and right to use Customer Data solely to provide, support, maintain the Service(s). Except for the rights expressly granted to Us herein, You do not grant any ownership rights in relation to the Customer Data to Us.

Any inputs or prompts provided by You to the Services for customizing or personalizing the AI Notes Feature shall only be used to improve or customize the AI Notes Feature for You.

If You choose to provide any suggestions, enhancement requests, recommendations or other feedback about the Service(s) ("Feedback"), We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate the Feedback into the Service(s).

The Service(s) enables integration with a range of Third-party Service(s). You acknowledge and agree that Your use of Third-party Service(s) will be subject to the terms and conditions and privacy policies of such third-party and that We shall not be liable for Your enablement, access or use of such Third-party Service(s), including Your data processed by such third party. You shall be responsible for providing the required notices or obtaining the consent or required approvals as required by applicable laws from User(s) for enablement of such Third-party Service(s) and transmitting Customer Data to IntelliSession AI through them.

IntelliSession AI uses large language models of third-party providers to provide the Services ("Third-Party Providers"). You acknowledge that any Customer Data that You provide, including any Personal Data You choose to include within the Customer Data shall be shared with these Third-Party Providers. By accessing the Services, You instruct IntelliSession AI to share Your Customer Data (including, to the extent necessary, any Personal Data) with the Third Party Providers.

Subscription Charges: All charges associated with Your Account shall be based on the Subscription Plan You have subscribed to ("Subscription Charges"). The Subscription Charges are due in full and payable in advance when You subscribe to the Service(s).

Renewal: Unless Your Account and subscription to the Service(s) is terminated, Your subscription to the Service(s)s will renew for a Subscription Term equivalent in length to the then expiring Subscription Term at the then prevailing Subscription Charges.

Payment: You hereby authorize Us or Our authorized agents, as applicable, to bill You upon Your subscription to the Service(s) (and any renewal thereof). Unless otherwise stated in an Order Form, Your payment is due within thirty (30) days of our invoice date.

Refunds: Unless otherwise specified in these Terms, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Service(s).

Late Payments/Non-payment of Subscription Charges: We will notify You in the event We do not receive payment towards Subscription Charges within the due date. We must receive payments within a maximum of ten (10) days from the date of Our notice of Your non-payment. If We do not receive payment within the foregoing time period, in addition to our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Service(s)s until We receive Your payment towards the Subscription Charges as specified herein and/or; (iii) cease to reset the usage limit until rest of the payment is received; (iv) terminate Your Account.

Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes").

The Subscription Term shall be as per the Subscription Plan.

Termination by You: (a) You may terminate Your account at any time during the course of Your Subscription Period. However, please note that no refund shall be initiated by IntelliSession AI on account of such termination by You. (b) You may terminate one or more of Your Account(s) in the event We materially breach these Terms, provided that You shall provide an advance notice of such breach and afford Us not less than thirty (30) days to cure such breach. In case of such termination, We shall, pro-rata, refund the Subscription Charges for the remainder of the Subscription Term.

Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Service(s) if You or Your Users are in violation of these Terms. We will provide You with a period of thirty (30) days ("Cure Period") to cure or cease such activities which violate this Agreement. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your Account shall be terminated forthwith. Further, We also reserve the right to terminate Your Account at any time by notice due to business reasons which shall include discontinuation of the Service(s) in whole or any particular functionality or service.

Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.

Effect of Terminating Your Account Following the termination of Your Account either by Yourself or by Us, Your access and use of the Service(s)s shall cease and unless We are mandated by applicable law to retain some or all of the Customer Data, We will delete all the Customer Data under Your Account. You may export the Customer Data before Your Account is terminated either by Yourself or by Us.

If You choose, or are provided with a login, and password, You must treat such information as confidential and refrain from disclosing it to any third person. We shall not be responsible for any consequences arising out of such non-compliance by You. We shall have the right to disable any Account, at any time, if You fail to comply with this Clause.

Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to perform its obligations under this Agreement and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents on a need-to-know basis.

You agree that You shall provide notices, and maintain necessary authorizations, approvals, consents and permissions for IntelliSession AI and Third-Party Providers to process the Customer Data. You are responsible for compliance with this clause, and You acknowledge and agree that IntelliSession AI shall have no liability for claims arising from Your failure to comply with this clause.

We are the data controller of the Personal Data when We collect Personal Data for creation of a User Account and help a User log into the Services, or where a User contacts Us for receiving support services or for other queries in relation to the Service(s), We shall process such Personal Data in accordance with the Privacy Policy.

Except for the foregoing, You understand and acknowledge that, in connection with the use of the Service by Yourself, and Your Users, We process any Personal Data forming a part of the Customer Data, only on Your behalf as a data processor and in connection thereto, We agree that:

We will not sell, retain, use, share or disclose Personal Data that We process on Your behalf when providing the Services under these Terms for any purpose other than for the specific purpose of providing the Services in accordance with these Terms or as otherwise permitted by applicable data protection laws.

We will not combine the Personal Data that is received from You with Personal Data that is received from or on behalf of any other person or persons or from Our direct interaction with You except as permitted under applicable data protection laws.

We shall ensure that any person that We authorize to process Customer Data shall protect the Customer Data in accordance with Our confidentiality obligations under these Terms.

We shall provide timely assistance to You (i) in responding to any request from a data subject, (ii) in responding to any correspondence, enquiry or audit by a data protection authority, (iii) to comply with Your obligations under applicable data protection laws, and (iv) in conducting data protection impact assessment.

We shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of processing the Customer Data. We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data processed by Us.

You acknowledge and agree that We may access or disclose information about You, Your Account, Users, including Customer Data in order to (a) comply with the law or respond to lawful requests or legal process; or (b) enforce our rights under these Terms or in defense of legal claims.

During the Subscription Term, You agree and acknowledge that We shall have the right to collect data (only aggregated and anonymized) regarding Your Use of the Service for the purpose of providing, maintaining and updating the Service.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE ALSO DISCLAIM WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICE INCLUDING THE AI NOTES FEATURE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

YOU ACKNOWLEDGE THAT THE AI NOTES FEATURE OFFERED BY THE SERVICE IS ONLY FOR THE PURPOSE OF SUPPORTING YOUR ADMINISTRATIVE PROCESSES. YOU AGREE AND ACKNOWLEDGE TO EXERCISE ALL NECESSARY, PROFESSIONAL AND MEDICAL JUDGEMENT IN RELATION TO A PATIENT’S DIAGNOSIS, ADVICE OR TREATMENT. YOU FURTHER AGREE AND ACKNOWLEGDE THAT THE AI NOTES FEATURE DOES NOT (1) ACT AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR HEALTHCARE ADVICE, AND (II) ASSESS, DIAGNOSE, OR TREAT ANY ILLNESS OR DISABILITY.

YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY WARRANTY ON THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICE(S).

YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED OVER PUBLIC TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY,NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE(S), WILL BE LIMITED TO THE HIGHER OF AN AMOUNT EQUAL TO 12 (TWELVE) MONTHS OF THE SUBSCRIPTION CHARGES PAID BY YOU FOR THE SERVICE(S) PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR USD 1000.

IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, WE DISCLAIM ALL LIABILITIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO THE SERVICE(S)S OFFERED DURING THE TRIAL PERIOD.

Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a third party against Us, Our respective employees, officers, directors and agents arising from Your breach of Clause 1.2 of these Terms provided that (a) We promptly notify You of the threat or notice of such a claim, (b) You will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such claim; and (c) We shall fully cooperate with You in connection therewith.

Assignment: These Terms and any rights or obligations hereunder may not be assigned by You without Our prior written consent. These Terms bind, and inures to the benefit of, the Parties and their respective successors and permitted assigns.

Amendment: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any material amendments to these Terms and Your continued use of the Service(s) following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment.

Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.

Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 3 (Intellectual Property Rights), 5 (Charges and Payment), 6 (Confidentiality, Data Privacy and Security), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Miscellaneous) and 11 (Definitions) shall survive any termination of Our agreement with Yourself regarding the use of the Service(s). Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of These Terms.

Export Compliance and Use Restrictions: Each Party represents that it is not on any U.S. government denied-party list. You will not permit any User to access or use the Service(s) in Russia or a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Syria or Crimea) or in violation of any U.S. export law or regulation.

Notices and Consent to Electronic Communications: All notices from Us under these Terms may be delivered in writing (i) by nationally recognized overnight delivery Service(s) ("Courier") or to the contact mailing address provided by You while subscribing to the Service(s); or (ii) electronic mail to the e-mail address provided to Your Account. Our address for a notice is:intellisession at intellisessionai.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.

Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our customer on Our Websites and/or marketing collateral and to include Your use of the Service(s)s in case studies.

Dispute Resolution, Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the State of Delaware, United States of America without regard to any conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts at the State of Delaware. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules ("AAA Rules"), and judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration shall be English. The dispute shall be resolved by a sole arbitrator who shall be appointed in accordance with the AAA Rules. The decision of the sole arbitrator shall be final and binding on the Parties.

Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement, and supersede any and all prior agreements between You and Us with regard to the subject matter hereof. In the event of a conflict between the terms of any Order Form and these Terms, the Terms shall prevail.

Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Service(s) caused by circumstances beyond its reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond the Our reasonable control, failure of public telecommunication systems, or acts undertaken by third parties including distributed denial of service attacks.

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:

Account: means any accounts or instances created by or on behalf of You for access to and use of any of the Service(s).

AI Notes Feature: shall mean the standard templates and any customizations on the templates made by You and IntelliSession AI that are accessible to You as a part of the Services.

API: means the application programming interfaces developed, enabled by or licensed to Us that permits access to certain functionality provided by the Service(s).

Business Associate Agreement: means the agreement between the Parties which will govern their respective obligations with respect to ePHI transmitted by You to IntelliSession AI.

Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential. For purposes of this Agreement, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.

Customer Data: means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data, submitted to the Service(s) by You through Your Account or obtained on Your behalf in connection with Your use of the Service, including any inputs or prompts provided by You for customizing or personalizing the AI Notes Feature.

Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Us to You or Your Users through the Service or otherwise.

Electronic Protected Health Information (ePHI): shall have the meaning given under § 45 C.F.R. 160.103, as applied to the individually identifiable health information maintained or transmitted electronically by the Customer to the Services.

HIPAA: refers to the Health Insurance Portability and Accountability Act, a US federal law enacted in 1996 that establishes national standards for the protection and confidential handling of Protected Health Information (PHI) and prevents sensitive patient health information from being disclosed without the patient's consent or knowledge.

Order Form(s): means any service order form or statement of work executed by the Parties specifying the details of the Subscription Plan.

Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.

Service(s): means the artificial intelligence powered proprietary platform of IntelliSession AI including all features and functionalities provided therein, such as the AI Notes Feature, any new services that We may introduce to which You may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, the Software, the API and any Documentation.

Software: means any software provided by Us (either by download or access through the internet) that allows Customer to use any functionality in connection with the Services.

Subscription Term: means the period during which You have agreed to use the Services as specified in the Subscription Plan.

Subscription Plan: means the subscription plan, including the pricing, usage limits, subscription term or particular features and functionalities You may opt for as provided for by Us and updated by Us from time to time or as set forth on our Website or an applicable Order Form.

Third Party Services: shall mean third party application(s) or service(s) integrating with the Service(s) through APIs or otherwise which require You to have Your own accounts with such third-party application(s) or service(s) in order to utilize them.

User(s): any individual who is authorized under Your Account to access and use the Services by creating a login and password including the Account administrator, a therapist or any other person that You add as a user under Your Account.

Website(s): means the websites owned and operated by Us, including intellisessionai.com.