TalkTogether Terms of Service

Client Terms of Service

Effective Date: 10/16/2026

These Client Terms of Service (“Terms”) are a legal agreement between you (“Client,” “you,” or “your”) and TalkTogether LLC, a Utah limited liability company (“TalkTogether,” “we,” “us,” or “our”). By creating an account, checking a box indicating your agreement, making a payment, or uploading audio recordings to TalkTogether’s platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. Each of You and TalkTogether are referred to herein as a “Party,” and collectively, as the “Parties.”

Overview. TalkTogether provides a technology service (the “Service”) that analyzes recorded conversations between you and your partner and provides reports about how you communicate. You may use the Service on your own or together with a licensed therapist (“Therapist”). You may upload audio recordings directly to TalkTogether’s platform and access reports generated by the Service through the platform. These Terms govern your use of and payment for the Service and your relationship with TalkTogether. If you use the Service with a Therapist, your Therapist has entered into a separate agreement with TalkTogether governing the Therapist’s use of the Service.

Eligibility. You must be at least 18 years old to use the Service. Each partner must create their own account and accept these Terms individually.

1. Payment Terms

Subscription Fees. By submitting payment, you agree to pay the subscription fee displayed at the time of checkout (the “Subscription Fee”). All Subscription Fees are charged on a recurring basis at the interval indicated at checkout (e.g., monthly or annually) until canceled.

Payment Processing. Payments are processed by Stripe, Inc. (“Stripe”), a third-party payment processor. Your payment is subject to Stripe’s terms of service. TalkTogether does not store your credit card or payment card information.

Fee Changes. TalkTogether may change the Subscription Fee upon at least thirty (30) days’ prior written notice to you at the email address associated with your account. The updated fee will apply at the start of the next billing cycle following the notice period. If you do not agree to a fee change, you may cancel your subscription before the new fee takes effect.

Taxes. Subscription Fees are exclusive of applicable taxes. You are responsible for all applicable sales, use, value-added, or similar taxes imposed on your payments, other than taxes based on TalkTogether’s net income.

Free Report and Free Trials. TalkTogether may offer your first report free of charge, without requiring a payment method. To continue using the Service after a free report, you must purchase a subscription. TalkTogether may also offer a free trial period as indicated at the time of checkout. If you sign up for a free trial, you will not be charged during the trial period. Unless you cancel before the trial period ends, your subscription will automatically convert to a paid subscription at the end of the trial period, and you will be charged the Subscription Fee displayed at checkout on a recurring basis. You may cancel during the trial period through your account on the platform or by contacting TalkTogether at support@talktogetherapp.com, and you will not be charged.

Promotional Offers. TalkTogether may offer discounts or promotional pricing from time to time. Unless otherwise stated, promotional offers are limited to one per couple, apply only to the billing period(s) stated in the offer, cannot be combined with other offers, and have no cash value. When a promotional period ends, the regular Subscription Fee applies.

Payment as Condition of Service. Your access to the Service is contingent on your timely payment of the Subscription Fee. If your payment method is declined or your Subscription Fee is otherwise not received, TalkTogether may suspend or terminate the Service provided in connection with your subscription until payment is received. TalkTogether will use reasonable efforts to notify you before any suspension takes effect.

2. Cancellation and Refunds

Cancellation. You may cancel your subscription at any time through your account on the platform or by contacting TalkTogether at support@talktogetherapp.com. When you cancel through the platform, we will ask you to tell us why you are canceling. Cancellation will take effect at the end of the then-current billing period, and you will not be charged for subsequent periods.

Refunds. Subscription Fees are nonrefundable, except that if TalkTogether suspends or discontinues the Service during a paid billing period for reasons other than your breach of these Terms, TalkTogether will provide a pro-rata refund of prepaid fees for the unused portion of that billing period.

No Obligation to Continue. If you use the Service with a Therapist, cancellation of your subscription does not affect any separate agreement between you and your Therapist. Whether to continue therapy is a decision between you and your Therapist.

3. The Service

Service Description. The Service analyzes audio recordings of conversations between you and your partner that are uploaded to TalkTogether’s platform by you, your partner, or your Therapist, if any. The Service generates reports based on that analysis, which are accessible to you and your partner, and to your Therapist if you use the Service with one. Each partner can see the reports, transcripts, and recordings of conversations recorded together. If you use the Service with a Therapist, your Therapist determines how to use those reports in the course of your therapy.

Role of the Therapist. If you use the Service with a Therapist, TalkTogether provides a technology tool to assist your Therapist. TalkTogether does not select, employ, supervise, or control your Therapist. Your Therapist is solely responsible for all clinical decisions, including whether and how to use the Service in your therapy. Any questions about your therapy or your Therapist’s use of the Service should be directed to your Therapist.

Not Therapy; Not a Medical Device or Clinical Service. The Service is a technology tool that provides informational reports about communication patterns to you and, if applicable, your Therapist. The Service is not therapy or counseling and is not a substitute for care from a licensed mental health professional. Any suggestions in a report are general educational information about communication. The Service does not provide clinical recommendations, diagnoses, treatment plans, or medical advice. The Service is not a medical device, clinical decision support software, or healthcare service. Nothing in the Service or these Terms creates a therapist-client, physician-patient, or other clinical relationship between you and TalkTogether.

Consent to Recording. Use of the Service requires that both you and your partner independently accept these Terms and consent to recording conversations for analysis. Each partner must accept these Terms separately through TalkTogether’s platform. If you use the Service with a Therapist, your Therapist must also have an active agreement with TalkTogether governing the Therapist’s use of the Service. You may not upload a recording until you have accepted these Terms, and you may not upload a recording of your partner unless your partner has agreed to be recorded. The full report for a conversation is available only after both partners have accepted these Terms. By accepting these Terms, you consent to recording conversations with your partner for analysis by TalkTogether as described herein, including TalkTogether’s use of such recordings for AI model training as set forth in Section 6. Either you or your partner may decline to record a particular conversation or revoke consent to future recordings at any time by notifying TalkTogether at support@talktogetherapp.com. If either partner revokes consent, TalkTogether will cease processing new recordings from you upon receipt of such notice. Recording a conversation may require the consent of all parties under applicable law. You are solely responsible for ensuring that your recordings comply with all applicable federal, state, and local laws. You are responsible for obtaining any consent required from any other person whose voice is captured in a recording, such as children, family members, or guests, and you should not upload recordings in which other people can be heard without that consent. TalkTogether is not responsible for the content of your recordings or for any person recorded without the consent required by law.

Therapist Introductions. If you ask, TalkTogether may introduce you to a licensed therapist. TalkTogether does not employ, supervise, or endorse any therapist it introduces, and any relationship you form with that therapist is solely between you and the therapist.

No Safety Monitoring. TalkTogether does not monitor your recordings for crisis situations, safety concerns, or urgent matters. If you are experiencing a crisis or emergency, contact your Therapist or other healthcare provider, call 911, or contact a crisis helpline such as 988.

4. Disclaimers

No Warranty. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TALKTOGETHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TALKTOGETHER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

No Responsibility for Therapist Conduct. TalkTogether is not responsible for any Therapist’s professional conduct, clinical decisions, or use of information generated by the Service, including any Therapist TalkTogether introduces to you. TalkTogether may review license information a Therapist provides, but does not guarantee the qualifications or licensure of any Therapist and relies on the representations the Therapist makes to TalkTogether.

No Guarantee of Outcomes. TalkTogether does not guarantee any particular therapeutic outcome from the use of the Service.

5. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TALKTOGETHER’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO TALKTOGETHER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

Exclusion of Consequential Damages. IN NO EVENT WILL TALKTOGETHER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF TALKTOGETHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Basis of the Bargain. THE LIMITATIONS IN THIS SECTION 5 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TALKTOGETHER.

6. Privacy

Your information submitted through the TalkTogether platform is also governed by our Platform Privacy Policy, which is incorporated into these Terms by reference.

Payment Information. When you make a payment through Stripe, TalkTogether receives your name, email address, and payment status from Stripe. TalkTogether does not receive or store your full credit card number or payment card details.

Use of Payment Information. TalkTogether uses the payment information it receives from Stripe to process your subscription, communicate with you about billing, and comply with its legal obligations. TalkTogether does not sell your payment information. As described in our Platform Privacy Policy, TalkTogether may share limited information about your subscription, such as the fact that a subscription started and its price, with advertising and measurement partners, unless you opt out as described in that policy. TalkTogether never shares your audio recordings, transcripts, or reports with advertising partners.

Email and Text Messages. TalkTogether will send you service emails about your account, your conversations, and billing, and may send you marketing emails, each with an unsubscribe link. If you provide a mobile number and agree to receive text messages, TalkTogether may send you account-related text messages, such as reminders and notices that a report is ready. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for help. Agreeing to receive text messages is not a condition of purchase.

Audio Recordings and Reports. When you upload audio recordings to TalkTogether’s platform, TalkTogether receives the audio files, the information contained in those recordings, and the approximate date and duration of each recording. TalkTogether uses this information to provide the Service, including processing audio files and generating reports. TalkTogether may also use your audio recordings, transcripts, and reports (a) for its internal business purposes, including improvement, refinement, testing, and training of its software platform, machine learning models, and algorithms, (b) to create de-identified, aggregated, or anonymized data for any purpose, including research, product development, and commercial use, and (c) as required by law. TalkTogether will not sell your audio recordings or transcripts to third parties.

Your Rights. You may request to review the categories of information TalkTogether holds about you, request corrections to factual errors in your information, and request deletion of your identifiable information. TalkTogether will use commercially reasonable efforts to respond to such requests within thirty (30) days, subject to verification of your identity. Because recordings, transcripts, and reports of shared conversations contain information about both partners, a deletion request by one partner may result in TalkTogether deleting or de-identifying those materials for both partners. If a deletion request will affect the other partner’s data, TalkTogether will notify the other partner before carrying out the deletion. TalkTogether may decline requests where retention is necessary for legal compliance, system security, or protecting other users’ privacy. If you reside in a state with enhanced privacy protections (such as California, Colorado, Connecticut, or Virginia), you may have additional rights under applicable law. To submit a request, contact TalkTogether at support@talktogetherapp.com.

Data Storage and Security. Audio files and reports are stored on secure, encrypted servers located in the United States. TalkTogether implements and maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of your information. TalkTogether’s employees and authorized contractors may access your data on a need-to-know basis for technical support, quality assurance, and analysis.

AI Model Training. TalkTogether may use your audio recordings, transcripts, and reports to improve and train its AI models and algorithms. You acknowledge and agree that once data has been used to train or improve TalkTogether’s machine learning models, it cannot be extracted or deleted from such models. If your Therapist bills insurance for any client, or has signed a business associate agreement with TalkTogether, TalkTogether will use only de-identified data from your recordings, transcripts, and reports for this purpose.

Data Retention and Deletion. TalkTogether may retain copies of your data for its internal business purposes, including system backups, audit trails, product improvement, quality assurance, and training of machine learning models, including after your subscription ends or your relationship with any Therapist ends. TalkTogether will retain identifiable data only as long as reasonably necessary for the purposes described in these Terms, and in any event will delete or de-identify such data no later than two (2) years after the closure of your account, except where retention is required by law. Upon your written request, TalkTogether will delete identifiable data associated with you within thirty (30) days where technically possible, and will propagate such deletion to backup systems within ninety (90) days, except where retention is necessary for legal compliance or as otherwise permitted under these Terms.

Keeping Your Account If Your Therapist Relationship Ends. Your account is yours and continues even if you stop working with your Therapist or your Therapist stops using TalkTogether. If your Therapist has a business associate agreement with TalkTogether under HIPAA (generally, a Therapist who bills health insurance), the recordings, transcripts, and reports created while you work with that Therapist are also held by TalkTogether on your Therapist’s behalf. When you connect with such a Therapist, including one TalkTogether introduces to you, TalkTogether will ask each partner for a separate written authorization to keep that information in your account if you stop working with the Therapist or the Therapist’s agreement with TalkTogether ends. Giving this authorization is optional and does not affect your Therapist’s services to you, and you may withdraw it at any time by contacting support@talktogetherapp.com. If both partners have not given it by the time you stop working with the Therapist or the Therapist’s agreement with TalkTogether ends, TalkTogether will return that information to your Therapist or delete it, as the business associate agreement requires, and your account will continue without it.

Data Breach Notification. In the event TalkTogether becomes aware of any unauthorized access to or disclosure of your data in TalkTogether’s possession or control that compromises the security, confidentiality, or integrity of such data, TalkTogether will notify you in accordance with applicable law. Such notification will include a description of the nature of the incident, the categories of data affected, and the steps TalkTogether is taking in response.

7. Dispute Resolution

Governing Law; Venue. This Agreement will in all respects be governed by the laws of the State of Utah without reference to its principles of conflicts of laws. For any disputes subject to arbitration under Section 7, the arbitration shall be conducted in Salt Lake City, Utah unless the Parties mutually agree otherwise. For any action not subject to arbitration under Section 7, including actions seeking equitable relief or to enforce an arbitration award, the Parties consent to the exclusive jurisdiction and venue of the federal or state courts located in Salt Lake County, Utah.

Dispute Resolution. The Parties agree to use good faith efforts to resolve any dispute arising under or in connection with this Agreement through direct discussion between the Parties’ representatives. If the Parties are unable to resolve the dispute through discussion within thirty (30) days after one Party notifies the other in writing of the dispute, the Parties shall submit the dispute to non-binding mediation before a single mediator mutually agreed upon by the Parties. The mediation shall be conducted in accordance with the rules of JAMS or a successor organization, and each Party shall bear its own costs and expenses of mediation, with the mediator’s fees split equally. If the dispute is not resolved through mediation within forty-five (45) days after commencement of mediation, either Party may submit the dispute to binding arbitration by a single arbitrator in accordance with the rules of JAMS or successor organization. The arbitrator shall be selected by JAMS. The arbitrator shall have complete authority to render any and all relief, legal and equitable, appropriate under this Agreement. Each Party shall bear its own attorneys’ fees and costs, except where applicable law or the JAMS rules provide otherwise. Notwithstanding the foregoing, either Party may bring an individual action in small claims court if the claim falls within that court’s jurisdiction. The mediation and arbitration provisions of this Section 7 shall not prevent either Party from seeking equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

8. General

Changes to These Terms. TalkTogether may update these Terms from time to time. If we make material changes, we will notify you at the email address associated with your account at least thirty (30) days before the changes take effect. For material changes to how TalkTogether uses your data, TalkTogether will obtain your affirmative consent before the changes take effect. For all other changes, your continued use of the Service or continued payment after the effective date of the updated Terms constitutes your acceptance of the changes.

Entire Agreement. These Terms constitute the entire agreement between you and TalkTogether regarding your use of and payment for the Service.

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect.

Assignment. You may not assign these Terms without TalkTogether’s prior written consent. TalkTogether may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Contact. If you have questions about these Terms, contact us at support@talktogetherapp.com.

Master Services Agreement

Version 3 · Effective Date: 10/15/2026

This Master Services Agreement (this “Agreement”) is entered into by TalkTogether LLC, a Utah limited liability company with its principal office at 7533 S Center View Ct, Ste N, West Jordan, UT 84084 (“Company”), and the individual or entity that accepts this Agreement as set forth herein (“Therapist”). By clicking “I Agree,” “Start Trial,” or a similar button, or by checking the acceptance box on Company’s website, Therapist agrees to be bound by this Agreement as of the date of such acceptance (the “Effective Date”). Each of Company and Therapist are referred to herein as a “Party,” and collectively, as the “Parties.” With regard to Therapist, the Agreement uses “they” and “their” as personal pronouns.

Background

• Therapist is a licensed therapist or is under the supervision of a licensed or certified mental health professional who provides relationship counseling to couples.
• Company has developed a proprietary software platform (the “Platform”) that analyzes audio recordings uploaded by couples, including couples undergoing counseling, in order to generate customized reports (“Reports”) regarding their interactions with each other outside of therapy. Reports are accessible to Clients and Therapist through the Platform, and Therapist may use the Reports as they, in their clinical judgment, deem appropriate to support their work with the applicable couple. Processing of the audio recordings and the development and provision of Reports are collectively referred to herein as the “Services.”
• Company wishes to provide to Therapist, and Therapist wishes to obtain, the opportunity to utilize the Services in their counseling practice.

BY CLICKING “START TRIAL,” “SUBSCRIBE,” CHECKING THE ACCEPTANCE BOX, OR OTHERWISE INDICATING ACCEPTANCE ELECTRONICALLY, THERAPIST ACKNOWLEDGES THAT THERAPIST HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

The Parties hereby agree as follows:

1. Services

1.1 Services Workflow

The Services will be provided in accordance with Company’s then-current workflow procedures, as communicated to Therapist through the Company’s platform or website. Company reserves the right to alter the Services workflow upon reasonable written notice to Therapist.

1.2 Client Identification

Therapist is solely responsible for determining which clients will be offered the option of incorporating use of the Platform into their counseling. Clients who do so are hereinafter referred to as “Clients.” Clients may also include couples who created their own account on the Platform before connecting with Therapist. Each Client has a separate agreement with Company under the Client Terms of Service that continues independently of this Agreement.

1.3 Client Terms of Service

Therapist understands and agrees that before recording conversations for analysis by the Platform, Clients must review and accept the Client Terms of Service, which include the Clients’ consent to allowing Company to process their recordings to develop Reports. The Client Terms of Service may be modified by Company in its sole discretion, provided that Company will inform Therapist in writing of any material changes.

1.4 Client Access to Reports

Therapist acknowledges that Clients may access Reports directly through the Platform. Therapist understands and agrees that Therapist is responsible for incorporating the Reports into Therapist’s work with the applicable Clients, as deemed appropriate in Therapist’s clinical judgement.

1.5 Educational Materials

Company may provide Therapist with materials (“Materials”) for Therapist to use in informing clients about the Services, subject to Section 3.1. Therapist agrees (i) to use the Materials solely as provided and for the purpose set forth herein and not to copy, revise, or create derivative works of the Materials; and (ii) to refrain from including the Materials in any public or commercial communication or setting without Company’s prior written consent.

1.6 Introductions by Company

Company may, in its discretion, introduce couples who request a therapist to Therapist. Company does not endorse any therapist and may stop making introductions at any time. No fee is payable by either Party for any introduction. Therapist is solely responsible for deciding whether to accept any couple as a client and for all intake, clinical, and professional obligations to that couple.

1.7 Restricted Jurisdictions

Therapist will not use the Services in connection with Clients located in any state whose laws prohibit or restrict the use of artificial intelligence to detect or analyze emotions or mental states in the provision of therapy, as identified by Company from time to time (“Restricted Jurisdictions”). Company may decline to enroll, or may suspend, any Therapist who is licensed in or practices from a Restricted Jurisdiction. Company will post the list of Restricted Jurisdictions on its website.

1.8 Client Accounts When the Therapist Relationship Ends

If this Agreement terminates, or a Client stops working with Therapist, the Client’s account and Client Data remain subject to the Client Terms of Service, and the Client may continue to use the Platform independently. Therapist’s access to that Client’s Reports will end.

2. Subscription Terms

The applicable subscription fees as set forth on Company’s pricing page at the time of enrollment (“Subscription Fees”) shall be paid by Therapist or by the applicable Client directly to Company. Subscription Fees are charged on a per-couple, per-month basis and are billed in advance through Company’s designated payment processor. Company may offer a free trial period, during which no Subscription Fees will be charged; if the subscription is not canceled before the trial period ends, Subscription Fees will begin automatically. All Subscription Fees are non-refundable except as expressly provided on Company’s website or as required by applicable law.

3. Intellectual Property

3.1 Company Ownership

Company owns and retains all right, title, and interest in and to: (i) the Platform, including all algorithms, machine learning models, code, architecture, and related technology; (ii) all Reports generated by the Platform; (iii) all Materials; (iv) Company’s trademarks, service marks, logos, and trade names; (v) all improvements, modifications, enhancements, derivative works, and developments related to any of the foregoing; and (vi) all intellectual property rights in and to the foregoing, including all copyrights, patents, trade secrets, and other proprietary rights. Therapist acquires no ownership rights whatsoever in any of the foregoing. Therapist may use Reports in connection with Therapist’s provision of services to the applicable Client, and may use Materials solely as set forth in Section 1.5, but Company retains all intellectual property rights therein.

3.2 Feedback

Therapist may provide Company with information, suggestions, or other feedback with respect to the Services (“Feedback”). Therapist hereby grants to Company a worldwide, non-exclusive, perpetual, irrevocable, transferable, royalty free, fully paid up, sublicensable license to use and exploit such Feedback for any purpose, provided that no Feedback will be used in a manner that could identify Therapist or any Client.

3.3 Reservation of Rights

All rights not expressly granted to Therapist under this Agreement are reserved by Company.

4. Confidentiality

4.1 Confidential Information

As used herein, “Confidential Information” means all information of a Party (“Disclosing Party”), which if disclosed to the other Party (“Receiving Party”): (i) in tangible form, is designated in writing as being confidential at the time of disclosure, (ii) if disclosed orally or visually and is identified as confidential at the time of disclosure, or (iii) where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is proprietary or confidential. Notwithstanding the foregoing, Confidential Information shall not include any information, that: (i) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (iii) is received from a third party who obtained such Confidential Information without breaching any obligation owed to the Disclosing Party; or (iv) was rightfully known to the Receiving Party, without restriction, before its disclosure by the Disclosing Party. Client Data is governed by Section 5 and is not Confidential Information under this Section 4.

4.2 Non-Use and Non-Disclosure

The Receiving Party shall not (i) use any Confidential Information of the Disclosing Party for any purpose other than to perform its obligations under this Agreement, or (ii) disclose, publish, or disseminate Confidential Information of the Disclosing Party to anyone other than its personnel (including employees, contractors and consultants) who have a need to know the Confidential Information for the purposes set forth in this Agreement and who are bound by written agreement that prohibits unauthorized disclosure or use of Confidential Information that is at least as protective of the Confidential Information as the Receiving Party’s obligations hereunder. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information. Notwithstanding the foregoing, the Receiving Party shall have the right to share this Agreement with such Party’s attorneys and confidential advisors on a need to know basis. The Receiving Party may also disclose Confidential Information of the Disclosing Party to the extent required by law, provided that the Receiving Party shall make reasonable efforts to provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party’s cost) if the Disclosing Party wishes to obtain protective treatment of the Confidential Information.

5. Data Privacy and Security

Company’s collection, use, and protection of personal information through the Platform is further described in Company’s Platform Privacy Policy.

5.1 Client Data

“Client Data” means any personal information of any Client provided by the Client to Company, or provided to Company by Therapist on behalf of the Client, in connection with the Services, including audio files, transcripts, and other information derived from them. Company’s use of Client Data is subject to the Client Terms of Service and applicable law. As between Company and Therapist, Therapist is solely responsible for ensuring that Clients have accepted the Client Terms of Service before any Client Data is provided to Company in connection with the Services. Company may use, process, and retain Client Data (i) to provide the Services, including processing audio files and generating Reports; (ii) for Company’s internal business purposes, including without limitation improvement, refinement, testing, and training of Company’s software platform, machine learning models, and algorithms, provided that if Therapist bills health insurance for any client or has signed a business associate agreement with Company, Company will use only de-identified Client Data for the purposes in this clause (ii); (iii) to create de-identified, aggregated, or anonymized data derived from Client Data (de-identified in accordance with 45 C.F.R. § 164.514 where the Client Data is Protected Health Information) for any purpose, including research, product development, and commercial use; and (iv) as otherwise permitted by the Client Terms of Service or required by law. For the avoidance of doubt, Client Data does not include (i) Reports generated by the Platform, which are Company’s proprietary work product, except that personal information of Clients contained in Reports will be treated as Client Data under Sections 5.2 through 5.4 and, if a business associate agreement is in effect, Protected Health Information contained in Reports is subject to that agreement; (ii) progress notes created by Therapist and included in Therapist’s records for the applicable Client (“Progress Notes”); or (iii) psychotherapy notes documenting or analyzing the contents of conversation during a private or couple counseling session and that are separated from the rest of the individual’s medical record (“Psychotherapy Notes”). Progress Notes and Psychotherapy Notes shall be handled by Therapist in accordance with applicable law.

5.2 Safeguards

Each Party represents, warrants, and covenants that it will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of any personally identifiable information or Client Data (collectively, “PII”) in its possession or control in connection with this Agreement, and shall comply with all applicable data privacy and security laws and regulations with respect to such PII. Therapist acknowledges that Therapist is solely responsible for (i) ensuring that Clients have accepted the Client Terms of Service prior to any Client Data being provided to Company, whether by the Client directly or by Therapist on the Client’s behalf, (ii) ensuring that any Client Data provided to Company by Therapist is provided in compliance with applicable state privacy laws, professional licensing requirements, and ethical standards governing therapist-client relationships, and (iii) the security of Client Data while in Therapist’s possession or control, including during any transmission to Company. Company shall be responsible for the security of Client Data while in Company’s possession or control, including during processing through the Platform. Company will not disclose identifiable Client Data to third parties except as permitted by this Agreement, the Client Terms of Service, the Platform Privacy Policy, or applicable law.

5.3 Data Retention and Deletion

Company may retain copies of all Client Data for its internal business purposes, including but not limited to system backups, audit trails, product improvement, quality assurance, and training of machine learning models and algorithms, including after this Agreement terminates or a Client stops working with Therapist, subject to the Client Terms of Service. Upon written request from Therapist on behalf of a Client, or upon request from a Client directly as set forth in the Client Terms of Service, Company will delete identifiable Client Data associated with such Client in accordance with the Client Terms of Service. Therapist acknowledges that once Client Data has been used to train or improve Company’s machine learning models and algorithms, it cannot be extracted or deleted from such models and systems. If a business associate agreement is in effect, this Section 5.3 applies to Protected Health Information only to the extent consistent with that agreement.

5.4 Data Breach Notification

In the event Company becomes aware of any unauthorized access to, acquisition of, or disclosure of Client Data in Company’s possession or control that compromises the security, confidentiality, or integrity of such Client Data (“Security Incident”), Company shall (i) notify the affected Therapist in writing without unreasonable delay and in no event later than thirty (30) business days after Company’s discovery of the Security Incident; (ii) provide Therapist with a description of the nature of the Security Incident, the categories of Client Data affected, the measures Company has taken or proposes to take to address the Security Incident, and, where possible, the identity of the affected Clients; and (iii) cooperate with Therapist’s reasonable requests for additional information to enable Therapist to fulfill any notification obligations Therapist may have to affected Clients under applicable law or professional ethical standards. Unless a business associate agreement between Company and Therapist is in effect, Company shall also provide affected Clients with notice of the Security Incident in accordance with applicable law. The obligations in this Section 5.4 are in addition to, and do not limit, any notification obligations Company may have under applicable federal or state law, including the FTC Health Breach Notification Rule (16 CFR Part 318) and state data breach notification statutes. If a business associate agreement is in effect, it governs notice of any Breach of Unsecured Protected Health Information, and Therapist will notify affected Clients unless Therapist delegates that notification to Company in writing.

5.5 Business Associate Agreement

Therapist will tell Company accurately, when enrolling and whenever it changes, whether Therapist is a “covered entity” under HIPAA (for example, because Therapist bills health insurance electronically). If Therapist is or becomes a covered entity, Therapist will sign Company’s business associate agreement before any Client Data of Therapist’s Clients is provided to Company, and Company may suspend Therapist’s access to the Services until it is signed. If Therapist is not a covered entity, no business associate agreement is required, and this Agreement and the Client Terms of Service govern Client Data.

6. Representations and Warranties

6.1 Mutual

Each Party represents and warrants that it has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder, and that the execution and performance of this Agreement does not and will not conflict with or violate any law or its contractual or other obligations to any third party.

6.2 Company

Company represents and warrants that it will provide the Services in a professional manner, consistent with applicable law and industry standards.

6.3 Therapist

Therapist represents, warrants, and covenants that except as disclosed to Company in writing, Therapist:

• (i) has a Master’s or doctoral degree in a mental health field;
• (ii) is licensed or certified as a mental health professional in each state in which Therapist practices; or is under the supervision of a licensed or certified mental health professional;
• (iii) has and will maintain for the duration of the Term and five (5) years thereafter professional liability insurance with a minimum amount of coverage of $1,000,000 per claim and $3,000,000 aggregate;
• (iv) has not been convicted of a felony, or of a misdemeanor involving dishonesty, violence, or Therapist’s professional practice;
• (v) has never had any licensing board or professional ethics body require Therapist to surrender their license or been found guilty of a violation of ethics code, professional misconduct, unprofessional conduct, incompetence or negligence in any state, province or country;
• (vi) does not have any complaints, charges, or investigations pending against them by any licensing board or professional ethics body for violation of ethics codes, professional misconduct, unprofessional conduct, incompetence or negligence in any state, province or country;
• (vii) has never had any insurance company decline, cancel, refuse to renew or accept only on special terms with regard to any professional liability insurance;
• (viii) has never had any professional liability claim or suit against them;
• (ix) is not aware of any circumstances which may result in any (a) professional liability claim or suit being made against them or (b) complaint, charge, or investigation described in (vi) above;
• (x) will notify Company in writing within 15 days if any of the above information or answers change; and
• (xi) will use the Services only as intended and not for any other purpose.

6.4 Disclaimer

COMPANY IS NOT A MEDICAL OR BEHAVIORAL HEALTHCARE PROVIDER, AND NO INFORMATION, CONTENT, REPORTS, OR MATERIALS PROVIDED THROUGH THE SERVICES SHOULD BE USED AS A BASIS FOR CLINICAL TREATMENT DECISIONS BY THERAPIST OR THERAPIST’S CLIENTS. THE PARTIES AGREE AND UNDERSTAND THAT THE SERVICES, INCLUDING ALL INFORMATION, CONTENT, REPORTS, AND MATERIALS PROVIDED THEREWITH, ARE OFFERED AND PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ALL CONTENT, INFORMATION, REPORTS, AND MATERIALS PROVIDED THEREWITH, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, SECURITY OR INTEGRITY OF DATA, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

6.5 Indemnification by Company

Company shall indemnify, defend and hold harmless Therapist from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs, (collectively “Losses”) to the extent arising out of (i) any third party claim alleging that the Services infringe, misappropriate or violate any copyright, trademark or trade secret; (ii) any third party claim arising from Company’s material breach of this Agreement; or (iii) the gross negligence or willful misconduct of Company. Company’s obligations under this Section 6.5 are subject to Section 7.

6.6 Indemnification by Therapist

Therapist shall defend, indemnify, and hold Company harmless from and against any third-party claims, actions, proceedings, damages, liabilities, costs, and expenses (including claims brought by Therapist’s employees or Clients) brought or awarded against Company or its affiliates or their employees, agents, or representatives, to the extent arising from or related to (i) Therapist’s material breach of this Agreement; (ii) Therapist’s services to clients; (iii) any violation by Therapist of applicable law; or (iv) the gross negligence or willful misconduct of Therapist.

6.7 Indemnification Process

The foregoing indemnification obligations are conditioned on the indemnified Party: (i) promptly notifying the indemnifying Party in writing of such action; (ii) reasonably cooperating and assisting in such defense; and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying Party with the understanding that the indemnifying Party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified Party, without the indemnified Party’s consent.

7. Limitation of Liability

7.1 Damages

EXCEPT FOR COMPANY’S WILLFUL OR INTENTIONAL UNAUTHORIZED USE OR DISCLOSURE OF THERAPIST’S CONFIDENTIAL INFORMATION, IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO THERAPIST FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES PAID TO COMPANY FOR THE SERVICES PROVIDED TO THE APPLICABLE CLIENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR (B) ONE HUNDRED DOLLARS ($100); PROVIDED THAT, FOR CLAIMS ARISING FROM A SECURITY INCIDENT, COMPANY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF THE FOREGOING AMOUNT OR $15,000 (THE “DATA INCIDENT CAP”), AND WITHIN THE DATA INCIDENT CAP THE EXCLUSIONS IN THE FIRST SENTENCE OF THIS SECTION 7.1 WILL NOT APPLY TO REASONABLE COSTS OF NOTIFYING AFFECTED CLIENTS THAT ARE REQUIRED BY LAW.

8. Term and Termination

8.1 Term

The term of this Agreement shall begin on the Effective Date and, unless terminated earlier as described below, continue for twelve (12) months (the “Initial Term”). This Agreement will renew automatically for successive 12-month terms (each, a “Renewal Term”, collectively with the Initial Term, the “Term”) unless either Party gives at least 30 days’ prior written notice of nonrenewal. Company reserves the right to adjust Subscription Fees upon thirty (30) days’ prior written notice to Therapist, effective at the beginning of the next Renewal Term.

8.2 Termination for Cause

Either Party may terminate this Agreement based on the other Party’s material breach of this Agreement if such breach is not cured within 30 days after receipt of written notice of the same. Either Party may also terminate this Agreement if (i) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing. Without limiting the foregoing, Company may suspend its provision of Services to any Client who breaches or fails to comply with the Client Terms of Service.

8.3 Termination for Convenience

Either Party may terminate this Agreement for any or no reason upon thirty (30) days’ written notice to the other Party.

8.4 Effect of Termination

Upon the effective date of expiration or termination of this Agreement for any reason, within 30 days after such expiration or termination, each Party shall return or destroy the tangible embodiments of the other Party’s Confidential Information in its possession (except Client Data, which is governed by Section 5.3), as directed by the other Party, and shall not retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement. Therapist shall be solely responsible for informing Clients of the expiration or termination of this Agreement.

8.5 Suspension of Services

Company may suspend access to the Services for Therapist or any Client if Company reasonably determines that suspension is necessary to (i) protect Company’s systems, software, or intellectual property, (ii) ensure compliance with applicable law or regulation, or (iii) address any actual or suspected material breach of this Agreement by Therapist or any Client. Company will use commercially reasonable efforts to provide Therapist with advance notice of any suspension and to limit the scope and duration of any suspension to the extent practicable. Subscription Fees attributable to any period during which Services are suspended for reasons other than Therapist’s breach shall be credited on a pro-rata basis to the payor upon written request by Therapist or the applicable Client.

8.6 Survival

The following provisions (and such other provisions that by their express terms survive expiration or termination of this Agreement) will survive any expiration or termination of the Agreement: Sections 1.3 (Client Terms of Service), 1.8 (Client Accounts When the Therapist Relationship Ends), 1.5 (Educational Materials), 2 (Subscription Terms), 3 (Intellectual Property), 4 (Confidentiality), 5 (Data Privacy and Security), 6.4 (Disclaimer), 6.5 (Indemnification by Company), 6.6 (Indemnification by Therapist), 6.7 (Indemnification Process), 7 (Limitation of Liability), 8.4 (Effect of Termination), 9.4 (Governing Law; Venue), and 9.5 (Dispute Resolution).

9. Miscellaneous

9.1 Marks

Therapist hereby grants Company a non-exclusive, non-transferable (except to an acquirer), revocable, non-sublicensable, royalty-free, worldwide license to use Therapist’s trade name, company name, trademark(s), logo(s), and service marks (“Marks”) as provided by Therapist to Company solely to identify Therapist as a customer, provided that such references are accurate and not misleading regarding the scope of Therapist’s use of the Services. Company will comply with Therapist’s written directions and instructions regarding the form and manner of the application of Therapist’s Marks.

9.2 Force Majeure

Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, labor shortage or dispute, governmental act or failure of the Internet or telecommunications. The delayed Party shall give the other Party prompt notice of such cause and shall use commercially reasonable efforts to promptly correct such failure or delay in performance.

9.3 Compliance with Laws

The Parties will comply with all applicable laws and regulations, including, but not limited to, all data privacy, cybersecurity, labor laws, anti-corruption, anti-money laundering, anti-terrorism, sanctions, import/export control, advertising and marketing laws and regulations.

9.4 Governing Law; Venue

This Agreement will in all respects be governed by the laws of the State of Utah without reference to its principles of conflicts of laws. For any disputes subject to arbitration under Section 9.5, the arbitration shall be conducted in Salt Lake City, Utah unless the Parties mutually agree otherwise. For any action not subject to arbitration under Section 9.5, including actions seeking equitable relief or to enforce an arbitration award, the Parties consent to the exclusive jurisdiction and venue of the federal or state courts located in Salt Lake County, Utah.

9.5 Dispute Resolution

The Parties agree to use good faith efforts to resolve any dispute arising under or in connection with this Agreement through direct discussion between the Parties’ representatives. If the Parties are unable to resolve the dispute through discussion within thirty (30) days after one Party notifies the other in writing of the dispute, the Parties shall submit the dispute to non-binding mediation before a single mediator mutually agreed upon by the Parties. The mediation shall be conducted in accordance with the rules of JAMS or a successor organization, and each Party shall bear its own costs and expenses of mediation, with the mediator’s fees split equally. If the dispute is not resolved through mediation within forty-five (45) days after commencement of mediation, either Party may submit the dispute to binding arbitration by a single arbitrator in accordance with the rules of JAMS or successor organization. The arbitrator shall be selected by JAMS. The arbitrator shall have complete authority to render any and all relief, legal and equitable, appropriate under this Agreement. The arbitrator shall award costs of the proceeding, including reasonable attorney’s fees, to the prevailing Party. The mediation and arbitration provisions of this Section 9.5 shall not prevent either Party from seeking equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

9.6 Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it will be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

9.7 Assignment

Therapist may not assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without Company’s prior written consent, such consent not to be unreasonably withheld. Any purported transfer, assignment or delegation without such prior written consent will be null and void and of no force or effect. Company may assign this Agreement to its successor in interest in the event of a change of control or a sale of all or substantially all of its assets related to this Agreement. This Agreement will be binding upon and inure to the benefit of the Parties hereto, and their respective successors and permitted assigns.

9.8 Notices

All notices permitted or required under this Agreement will be in writing and will be delivered by personal delivery, e-mail, or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, 5 business days after deposit in the U.S. mail, or upon confirmation of transmission if sent by e-mail. Notices to Company will be sent to the address at the top of this Agreement or to support@talktogetherapp.com. Notices to Therapist will be sent to the email address associated with Therapist’s account.

9.9 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the Parties hereto. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other Party in any respect whatsoever.

9.10 Entire Agreement

This Agreement represents the entire agreement between the Parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement, and is not intended to confer upon any third party any rights or remedies hereunder. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by both Parties, except that Company may amend this Agreement by notice to Therapist by email at least thirty (30) days before the amendment takes effect, and Therapist’s continued use of the Services after that date constitutes acceptance of the amendment. If there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any other written instrument signed by the Parties relating to the subject matter hereof, the terms and conditions of this Agreement will prevail; provided, however, that if Company and Therapist have executed a business associate agreement, that business associate agreement will control with respect to Protected Health Information, as defined under HIPAA.