Terms Of Use
Effective as of September 15, 2023
Use of and access to the Platform and the Services and your agreement to access or use any of the content made available to you by thymia (“thymia”, “we” or “us”) is subject to the following terms of use (the “Terms”). Please read these Terms and the policies referenced herein carefully. If you click the applicable checkbox or if you proceed to access the Platform or the Services, you are deemed to have accepted these Terms in full. If you do not agree to be bound by these Terms, please do not click the applicable checkbox and do not access the Platform or the Services.
If you have any questions or require any clarification on any aspect of these Terms, please contact support@thymia.ai.
This Agreement was last updated 15th September 2023.
1
Definitions
1.1
“Applicable Law” means any: (i) statute, statutory instrument, bye-law, order, directive, treaty, decree or law (including any common law, judgement, demand, order or decision of any court, regulator or tribunal); (ii) any legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or (iii) legally binding industry code of conduct or guideline which relates to these Terms, the Services or the Platform.
1.2
“Authorised User” or “you” means the employees or other individuals of the Customer who are authorised by thymia and the Customer to use the Platform and the Services in accordance with the Click Wrap Terms and these Terms, including any other policies of thymia as updated from time to time.
1.3
“Authorised User Information” means the information provided by the Authorised User to thymia for the purposes of using the Platform and the Services.
1.4
“Customer” means the Customer of thymia that has purchased the Services and that has entered into the Click Wrap Terms.
1.5
“Click Wrap Terms” means the click wrap terms between the Customer and thymia.
1.6
“Effective Date” means the date on which you access the Platform and the Services.
1.7
“Force Majeure Event” means any event or occurrence not within a party’s reasonable control, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, loss of electrical power, loss of telephone, internet or wide area network, as well as other similar infrastructure and/or material shortages.
1.8
“Intellectual Property Rights” means: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, copyright, topography rights, database rights, moral rights, Know-How, rights in designs and inventions, discovery or process, and applications for and rights to apply for any of the foregoing; (iii) trade, business and company names, domain names and e-mail addresses; (iv) rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise); (v) the goodwill attaching to any of the aforementioned rights; and (vi) any forms of protection of a similar nature and having equivalent or similar effect to any of them; in all the above cases, throughout the world, including countries which currently exist or are recognised in the future.
1.9
“Platform” means the proprietary thymia platform, through which the Services are provided to you.
1.10
“Services” means the use of artificial intelligence models to assess voice, movement and behavioural data to identify conditions and symptoms of mental health and wellbeing through a successfully completed Wellness Check.
1.11
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability of software. The term “Vulnerabilities” shall be construed accordingly.
1.12
“Virus” means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); and (iii) adversely affect the user experience, including worms, trojan horses, viruses or other similar things or devices.
1.13
“Wellness Check” means the collection of data from an Authorised User to provide an output. A Wellness Check shall be deemed successfully completed where sufficient data is collected from an Authorised User to provide a complete set of outputs.
2
Terms and conditions
2.1
By accepting these Terms, completing the applicable registration process or by otherwise accessing or using the Platform or the Services, you agree to be bound by these Terms.
2.2
If you do not agree with these Terms or have any questions about these Terms, please contact support@thymia.ai.
2.3
By agreeing to these Terms, you warrant and represent that you are an authorised representative of the Customer and that you have the power and authority to enter into these Terms. You further warrant and represent that all Authorised User Information provided as part of the applicable registration process is true and accurate to the best of your knowledge.
2.4
We may, on providing notice to the Customer or on the Platform, amend and/or update these Terms from time to time and at our sole discretion. Your continued use of the Platform or the Services following such amendment or update of these Terms will be considered as your agreement to and acceptance of such changes.
3
Provision of the services
3.1
The Platform and the Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we do not provide and expressly disclaim warranties of any kind, whether express or implied, including but not limited to implied warranties or merchantability, fitness for a particular purpose or non-infringement.
3.2
You acknowledge and accept that we do not warrant that the Platform or the Services will be uninterrupted, timely, secure, error-free or free from Viruses, Vulnerabilities or malicious software, and no information or advice obtained by you from us or through the Platform or Services shall create any warranty not expressly stated in these Terms. If you are dissatisfied with the Platform or the Services, your sole and exclusive remedy is to discontinue the use of the Platform or the Services.
3.3
For the avoidance of doubt, the Platform and the Services do not constitute any form of advice, including but not limited to medical, clinical, pharmaceutical or other forms of health advice, nor does the Platform constitute a medical device. The Services and any content provided on the Platform are for informational purposes only and should not be interpreted as a recommendation or guidance for making health or lifestyle decisions. The Services made available are not a substitute for medical advice from a licensed healthcare professional nor should they be used in the event of a medical emergency. Any decisions made or based on the Services are the sole responsibility of Authorised User or the Customer and thymia will not be held liable for any losses or damages arising from the decisions taken from the Services.
3.4
Where the Platform links to other websites and resources provided by third parties, these links are provided for information only. Such links should not be interpreted as approval by us of those linked websites and any information or content you may obtain from them. Thymia has no control over the information and content of those websites or resources.
3.5
You acknowledge and agree that, from time to time, we may need to carry out maintenance on the Platform or the Services and generally maintenance works relating to thymia’s equipment and systems. We shall use reasonable endeavours to ensure that, in doing so, reasonable notice is given to you, minimum disruption to the Platform and/or the Services occurs and minimum disruption to the access of the Services is caused. However, you acknowledge and agree that we cannot guarantee that the Platform or the Services will be continuously available. For the avoidance of doubt, you shall in no circumstances be entitled to a discount or refund of any fees in respect of the interruptions to the availability of the Platform or the Services arising from such maintenance works.
3.6
We reserve the right to suspend or restrict your access to the Platform or the Services if: (i) we reasonably believe or suspect that you are in breach of these Terms or Click-Wrap Terms; or (iii) we suspect or detect any Viruses, Vulnerabilities, malware, Trojan horses, time bombs, or other similar harmful software connected to your account. We shall, in no circumstances, be liable to you or any third party for such suspension.
3.6
We reserve the right to suspend or restrict your access to the Platform or the Services if: (i) we reasonably believe or suspect that you are in breach of these Terms or Click-Wrap Terms; or (iii) we suspect or detect any Viruses, Vulnerabilities, malware, Trojan horses, time bombs, or other similar harmful software connected to your account. We shall, in no circumstances, be liable to you or any third party for such suspension.
4
Term
These Terms shall be effective from the Effective Date and shall continue unless terminated earlier in accordance with the Click Wrap Terms.
5
Term
5.1
Thymia grants to you a royalty-free, worldwide, non-exclusive, revocable, non-sublicensable and non-transferable licence to use the Platform for the purposes of accessing and using the Services in accordance with the Click Wrap Terms and these Terms. You acknowledge that all Intellectual Property Rights in the Platform and the Services (including the software, any maintenance releases and any rights connected to the development of new products associated with the Services) shall belong to thymia.
5.2
You shall not, and shall not allow any third party to:
5.2.1
sell, rent, lease or use the Platform for time-sharing purposes;
5.2.2
use the Platform or the Services to help develop, or help provide to any third party, any product or service similar to or competitive with the Platform or the Services;
5.2.3
reverse engineer, decompile, dissemble or otherwise seek to obtain the source code of the Platform;
5.2.4
copy, modify or create derivative works from the Platform;
5.2.5
remove or obscure any copyright or other proprietary or other notice contained in the Platform;
5.2.6
access or use the Platform or the Services in a manner intended to circumvent or exceed any service account limitations or requirements;
5.2.7
access or use the Platform or the Services in a manner intended to circumvent or exceed any service account limitations or requirements;
5.2.8
use the Platform or the Services in any manner that violates any Applicable Law, regulation, legal requirement or obligation;
5.2.9
use the Platform or Services in violation of any third party rights of privacy or Intellectual Property Rights;
5.2.10
use or permit the use of any tools to probe, scan or attempt to penetrate or benchmark the Platform or the Services; or
5.2.11
use the Platform or the Services as except as expressly permitted in the Click Wrap Terms and these Terms.
6
Your information and passwords
6.1
You agree to provide accurate, current and complete Authorised User Information required to register with the Platform and at other points as may be required in the course of using the Services. You further agree to maintain and update your Authorised User Information as required to keep it accurate, current and complete. We may terminate your rights to any or all of the Services if any information you provide is false, inaccurate or incomplete.
6.2
If you are provided with a password, a user identification code or any other piece of information as part of our security procedures, you must treat such information as confidential and not disclose it to any third party.
6.3
If you know or suspect that anyone else knows your user identification code or password, you must promptly notify support@thymia.ai.
7
Liabillity
7.1
Nothing in these Terms limit or exclude either party’s liability for: (i) death or personal injury resulting from negligence; (ii) fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; or (iii) any other form of liability that cannot be excluded by law.
7.2
We shall have no liability to you, in each case, whether direct, indirect, foreseeable or consequential, for any: (i) loss of profit; (ii) loss of revenue, loss of production or loss of business; (iii) loss of goodwill, loss of reputation or loss of opportunity; (iv) loss of anticipated savings or loss of margin; (v) loss of bargain; (vi) loss of use or value of any data or software; (vii) wasted management, operational or other time; and (viii) loss or damage or injury (as the case may be) caused by the use of the Services, or by delays or interruptions of the Services from whatever cause.
7.3
We shall have no liability to you, in each case, whether direct, indirect, foreseeable or consequential, for any: (i) loss of profit; (ii) loss of revenue, loss of production or loss of business; (iii) loss of goodwill, loss of reputation or loss of opportunity; (iv) loss of anticipated savings or loss of margin; (v) loss of bargain; (vi) loss of use or value of any data or software; (vii) wasted management, operational or other time; and (viii) loss or damage or injury (as the case may be) caused by the use of the Services, or by delays or interruptions of the Services from whatever cause.
8
Force Majeure
Thymia shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms, if such delay or failure results from a Force Majeure Event. In such circumstances, thymia shall be entitled to a reasonable time for performing such obligations.
9
Entire Agreement
These Terms, and where applicable, the Click Wrap Terms, as well as any other documents or agreements explicitly agreed by the parties, contain the whole agreement made between the Parties relating to the subject matter hereof and supersedes all previous agreements, arrangements and understandings between the parties relating to that subject matter. Each party acknowledges that, in entering into such agreements, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person.
10
severability
If any provision of these Terms is or becomes unenforceable, it shall be deemed deleted, but that shall not impact the enforceability of the rest of these Terms.
11
Rights of third parties
Except as expressly provided in these Terms, a person who is not a party to these Terms shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
12
No Waiver
A delay in exercising or failure to exercise a right or remedy under or in connection with these Terms will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any right or remedy.
13
governing Law and venue
The parties irrevocably consent and submit to the exclusive jurisdiction and venue of the courts of England and Wales.