Terms of Use for Clients | ThoughtFull World

TERMS OF USE FOR INDIVIDUAL END USERS

(Last updated: 6 June 2024)

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Please read these Terms of Use (“TOU”) carefully. The TOU governs and applies to your access and use of the services offered by ThoughtFull World Pte. Ltd. (“we”, “us” or “our”) through the relevant mobile application(s) made available for download by us (“App”), our website at https://www.thoughtfull.world (the “Website”), or any other applications or software we provide from time to time, including, but not limited to, ThoughtFullChat (collectively, the “Platform”).

Further, these TOU also specify the terms on which you engage the ThoughtFull Professionals (defined below) when you obtain mental health services such as counselling from the ThoughtFull Professionals.

If you do not agree to be bound by the TOU or our Privacy Policy, you should stop accessing and using the Platform and any other services connected thereto immediately.

By accessing and using the Platform (whether as a visitor or a Client (as defined in Clause 1.2 below)), you affirm that you have read this TOU and the Privacy Policy, as may be amended, supplemented and/or updated from time to time, and that you understand, acknowledge and agree to all the terms contained therein.

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 support@thoughtfull.world.

1.TERMS OF USE AND THOUGHTFULL’S SERVICES

1.1 The following are the terms and conditions which govern your access to and use of the Platform . The Platform may be provided or 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. For the avoidance of doubt, if your subscription is paid for by your employer or insurer, the term “you” and “Client” and other similar terms will still apply only to you and not to your employer or insurer. Further, there the term “employer” is used, that might include an entity within your employer’s corporate group which is responsible for providing corporate benefits.

1.3 ThoughtFull’s role is to provide you with the Platform through which you may:

(i) access any educational content provided by ThoughtFull; and

(ii) obtain mental health services (“Services”) which are offered and provided by selected mental health professionals (the “ThoughtFull Professionals”).

1.4 Where you obtain the Services, please note that it is the ThoughtFull Professionals who are providing the Services to you directly, and ThoughtFull is not responsible for the provision of such Services.

2.THOUGHTFULL PROFESSIONALS

2.1 The ThoughtFull Professionals are independent contractors who provide the Services to you. 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 While we strive on a best-effort basis to ensure the level of care provided is consistent with our model of care, you acknowledge and agree 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 through the Platform may not be appropriate for everyone and/or every situation;

(b)the Platform and the Services are not substitutes for in-person consultation, examination and/or care; and

(c) we may withhold services and refer you to alternative services in the event the Platform may not be suitable for you upon evaluating your circumstances

2.4 The ThoughtFull Professional will be assigned to you but 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 made directly via the App or by submitting a written request to support@thoughtfull.world. In the event of frequent switching of Professionals of more than three times within a two-month period without valid reasons, ThoughtFull reserves the right to investigate, withhold or terminate the service with you.

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 support@thoughtfull.world.

3.YOUR ACCOUNT, REPRESENTATIONS, CONDUCT, UNDERTAKINGS AND ACCEPTABLE USE

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 to 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 access to and use of the Platform and your Account to receive the Services is intended for your own personal access and 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 access or 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 to other Clients, the ThoughtFull Professionals, us or any third party;

(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 (including reputational damage) to other Clients, the ThoughtFull Professionals, us, or any third party;

(i) any content in solicitation or furtherance of a romantic relationship; or

(j) 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 access and 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

(collectively referred to as the “Subscription”).

4.2A subscription fee is payable by you (or your employer or insurer as the case may be) for the access and use of the Platform and the Services (“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 in your Account. By providing us with 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 hello@thoughtfull.world.

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. If the agreement between us and the Payor permits, the Payor will not be billed for your next billing cycles accordingly

4.9 You acknowledge that all payments are non-refundable and cancellation does not entitle you to a refund. In exceptional cases, we may decide to refund a payment but this will be subject to our sole and absolute discretion.

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 4.9 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.

5.PERSONAL DATA

5.1 We are subject to and shall comply with all provisions of the Personal Data Protection Act (No. 26 of 2012) of Singapore (“PDPA”) with respect to any Personal Data (as defined in the PDPA) provided by you. By accessing and using the Platform and/or the Services, you consent to our collection, use, disclosure and processing of your Personal Data in accordance with the PDPA and the terms set out in our Privacy Policy (as may be amended, supplemented and/or updated from time to time). Our Privacy Policy can be found at:

https://www.thoughtfull.world/privacy-policy

6.DATA SECURITY, PRIVACY AND CONFIDENTIALITY

6.1 Protecting and safeguarding any information (including, but not limited to, your Personal Data) you provide to us is extremely important to us. Information about our security and privacy practices can be found in our Privacy Policy.

6.2 By accessing and using the Platform and/or the Services, you are also agreeing to the terms of the Privacy Policy (as may be amended, supplemented and/or updated from time to time). The Privacy Policy is incorporated into and is deemed a part of this TOU.

6.3 You acknowledge and agree that it is your responsibility to, and that you shall, notify us immediately of any unauthorised access or 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 accessing or 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 access or 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(s), copyright, trade secret(s), trademark(s) 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 Except for your right to access and 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.

7.4 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 By accessing and using our Platform, you represent and warrant that you have either (1) attained the age of 18 and have the capacity to enter into legally binding contracts or (2) obtained the consent of your parent or guardian to use the Platform and you shall provide documentation of the consent if required by us. If you are a minor, we would also infer your consent to use the Platform and agreement to this TOU if your parent or guardian provides access to the Platform to you. If you are below the age of 14 years old, the text-based therapy services of our Platform is not intended for you and you agree not to access such services.

8.2 We hereby represent and warrant to you that:

(a) to our best of our endeavors, we shall ensure that our operations and proceedings shall be conducted in conformity with all the laws and regulations of any jurisdiction which may govern or regulate the performance of our obligations under this TOU, including but not limited to the PDPA;

(b) the Platform is fit for the purpose for which we have represented to you; and

(c) we have checks in place to verify that the ThoughtFull Professionals have the appropriate skill, expertise and experience to provide the Services, and where required by applicable law from time to time, will have the required licences, employment permits and all other relevant approvals necessary to provide the Services.

8.3 Notwithstanding Clause 8.2 and further to Clause 2 (ThoughtFull Professionals) above, by accessing and using the Platform and/or the Services, you acknowledge and agree that the ThoughtFull Professionals are independent contractors engaged by us for the provision of the Services through the Platform. ThoughtFull Professionals are not our employees, agents or representatives. Save as otherwise expressly provided under this TOU, we give no assurance, representation or warranty of any kind (whether express or implied) about the provision of the Services and we will not be liable under this TOU for the Services provided by any ThoughtFull Professional, 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 unless the same is attributable to our recklessness, wilful misconduct or negligence or that of our employees, agents and/or representatives. The ThoughtFull Professionals are solely responsible for the manner in which the Services are provided to you.

8.4 Your access to and use of the Platform are at your own risk. Subject to Clause 11.2, 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.

8.5 You acknowledge and agree that we (and the ThoughtFull Professionals) shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.

8.6 You acknowledge and agree that our aggregate liability (and the aggregate liability owed by the ThoughtFull Professional(s) to you) in respect of any claim arising in connection with a breach of the provisions of this TOU (or for any claim, demand, and/or action arising from ThoughtFull’s provision of the Platform and the ThoughtFull Professional’s provision of the Services) shall not exceed the total amount of money paid by you (or your employer or insurer on your behalf and on a pro-rata and per capita basis attributable to you) by way of Subscription Fees or otherwise for the 3-month period immediately preceding the date of your claim.

8.7 Where your employer or insurer acts as the payor for your Subscription, you agree that you have no claim, action, or demand (and shall not claim against them) under contract, tort, and/or any other theory of legal liability arising out of our provision of the Platform (and the ThoughtFull Professional’s provision of the Services), notwithstanding that the employer or insurer may have selected ThoughtFull as a vendor to provide the Platform.

8.8 This Clause 8 shall survive the termination or expiration of this TOU.

9.INDEMNIFICATION

9.1 You 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 and use of the Platform and/or Services;

(b) any actions made with your Account whether by you or by someone else (whether authorised or not);

(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 or suffered by us, arising out of your breach of the provisions of this TOU or your gross negligence or wilful misconduct.

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 access to or 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;

(d) our provision of the Platform to you is no longer possible or commercially viable; or

(e) you have been in violation of user guidelines as laid out in Clause 3.6 above.

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 12.1 Any dispute arising out of or in connection with this TOU (and out of the ThoughtFull Professional’s provision of the Services), 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, or the applicable ThoughtFull Professional, 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. The tribunal shall consist of one arbitrator. The language of the arbitration shall be in English. The forum shall be in Singapore.

13.GENERAL

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 accessing and 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 your access to and use of 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 Clause 8.7 of this TOU are drafted for the benefit of the employer or insurer (as the case may be) and the foregoing entities may enforce the applicable clauses of the TOU. However, ThoughtFull reserves the right to amend this TOU (including removal of the foregoing clauses) without their consent. Except for the foregoing, the Contracts (Rights of Third Parties) Act 2001 is excluded.

13.7 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 hello@thoughtfull.world.

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