the ieso Digital Program
USER AGREEMENT

Thank you for your interest in the Program.  Please read through this User Agreement as it creates a legally binding agreement between you and ieso.

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PART 1: IMPORTANT NOTICES REGARDING THE PROGRAM 

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A. Medical and Regulatory Notices.

  • THE PROGRAM DOES NOT PROVIDE CLINICALOVERSIGHT, DIAGNOSIS OR TREATMENT.
  • THE PROGRAM DOES NOT PROVIDE A CRISIS SERVICE, OR EMERGENCY CARE. THE IESO PROGRAM MAY PROVIDE YOU WITH CONTACT DETAILS FOR EMERGENCY RESOURCES, BUT THE PROGRAM DOES NOT RAISE AN ALERT OR START AN EMERGENCY RESPONSE.
  • IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL 911 OR GO TO YOUR NEAREST EMERGENCY ROOM.
  • THE PROGRAM IS NOT INTENDED TO REPLACE ADVICE FROM OR CONSULTATION WITH A QUALIFIED HEALTHCARE PROFESSIONAL.
  • IF YOU HAVE CONCERNS ABOUT YOUR HEALTH, IT IS YOUR RESPONSIBILITY TO IMMEDIATELY SEEK MEDICAL ATTENTION; DO NOT DISREGARD, AVOID OR DELAY OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE APP.  THE PROGRAM IS NOT INTENDED TO PROVIDE ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU.
  • THIS PROGRAM HAS NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION.
  • THE PROGRAM IS AUTOMATED AND IS NOT MONITOREDIN REAL-TIME.  
  • OUR CUSTOMER SUPPORT REPRESENTATIVES ARE NOT QUALIFIED HEALTHCARE PROFESSIONALS AND ARE NOT ABLE TO PROVIDE YOU WITH ANY MEDICAL CARE OR ADVICE.  
  • NOT ALL MEDICAL RISKS ASSOCIATED WITH THE PROGRAM ARE KNOWN AND WHILST MEASURES HAVE BEEN TAKEN TO INFORM YOU OF, OR MITIGATE, KNOWN RISKS, THEY MAY NOT SUCCESSFULLY REDUCE OR ELIMINATE THOSE RISKS.  

B.           Arbitration; Limitations; Waivers. The User Agreement requires the use of arbitration (on an individual basis only; meaning that case consolidations and class-actions are not permitted) in order to resolve disputes unless you elect for the small claims option. The Program is provided “AS IS” and “AS AVAILABLE”. Disclaimers and limitations of liability and a waiver of jury trials are set out in the Terms.

C.           Access to the App. You need to create an account with ieso before you can use the App.

D.           Instructions for Use.  ieso’s current instructions for use for the App (the “Instructions for Use”) set out the intended purpose of the App and the types of user for whom the App is, and is not, intended. You must read the Instructions for Use before using the App and confirm that the App is suitable for you at all times.  You must follow the Instructions for Use at all times in your use of the App.  As a digital wellness program, the Program is not intended to diagnose or treat. The Program has not been evaluated by the Food and Drug Administration. 

E.            Privacy.  The Program cannot function as intended without processing data about you, which data may include information about your health that you choose to disclose in your use of the App.   The Program's current privacy notice explains how ieso collects, uses, and protects the personal information of users, including personal health information. By agreeing to this User Agreement and/or using the App, you consent to the use of your data on the basis set out in the terms of the current privacy notice.  

F.            Technical Requirements. The App is only supported on devices or operating systems meeting current minimum technical requirements, which are set out in the Instructions for Use.  In addition, you must have access to a high-speed internet connection or mobile data.    You are responsible for the cost of providing a suitable device and an internet connection or mobile data for your device to use the App.  

G.           Artificial Intelligence (“AI”) Notice.  

·       You engage with the App via a chat window, like a text conversation, and the App will provide you with Resources delivered through a software-based digital guide.  

·       The Resources provided by the App that may help you live well have been created by experienced, professionally accredited clinical professionals.  The Resources are not created by AI.  

·       The Resources you receive and the order in which you receive them are personalized based on the information you provide to the digital guide and are selected by an AI model created by ieso from a library of pre-written Resources.  

·       Generative AI may be used to deliver more engaging and personalized messages in the chat function of the App but it does not generate the Resources which, as explained above, have been created by clinical professionals.

·       Your interaction with the digital guide is automated and is not reviewed in real-time by a human.  

·       The digital guide agent is limited in its ability to understand your responses and in the content it can provide to you.    We are continually working to improve our AI model and the adequacy of the Resources it provides; however, we cannot guarantee the complete absence of errors or inaccuracies.  

·       You may help us to help others benefit from improved products and services for mental health symptoms by providing us with your consent to use certain data you provide us with to improve or train ieso's AI models and to further develop our products and services.  Your data will be de-identified before such use is made of it, as further explained in our Privacy Notice.  

·       It is your choice whether to give consent and, should you not wish to give consent, this will not impact your ability to use the App.  If you withdraw your consent later, we have a reasonable period of time (usually 30 days or such period as provided by applicable law) to ensure that we do not use your data in future training datasets.  Withdrawing consent does not have retrospective effect and ieso shall have the right to continue to use AI models already developed or in development based on consent.

H.           End User License. The App is licensed to you (not sold) on the following basis.  Except as expressly permitted by applicable law or authorized in writing by ieso, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the App, the software or content (including the Resources) or any part or parts thereof available on the App, in whole or in part.   Subject to ieso issuing you with an activation code, ieso grants you a personal, revocable, non-transferable, non-sublicensable and non-exclusive right and license to access and use the App on devices that you own or control PROVIDED THAT you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code nor sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the App, except where permitted by law. You agree not to access the App by any means other than through the interfaces that are provided by ieso.  The App and all of its content, including but not limited to the Resources, text, images, graphics, logos, and software, are the property of ieso or its licensors and are protected by intellectual property laws. You may not use the App or any of its content (including the Resources) for any commercial purpose without the express written consent of ieso or for any illegal purpose.   It is your obligation to delete the App and any related data if you sell, loan, giveaway or otherwise dispose of devices on which the App has been installed.  ieso reserves the right to terminate the license at any time with or without reason or notice.  

I.             App Store Mandatory Conditions.  Additional conditions may be imposed by the App Store from which you download the App. Please see your App Store user agreement and the Terms for further details.

J.            Updates. ieso reserves the right to modify or update this User Agreement or the App at any time.  Your continued use of the App after any such modification or update constitutes your acceptance of the new User Agreement.

K.            Changing your consent preferences. You may update your consent preferences by contacting ieso by email to supportservices@iesohealth.com.  We will use reasonable efforts to respond to your request within 5 business days and to implement updates to your account as soon as reasonably possible. You authorize us to send you an email message to confirm any changes.  Changes to your preferences do not have retrospective effect.

L.            About the User Agreement.   The notices in Part 1 (“Notices”)and the terms and conditions set out in Part 2 (“Terms”) together constitute the “User Agreement” and govern your use of the Program.  During registration for the Program, you confirm that you agree to the User Agreement.

In this User Agreement, the “Program” means the App and the Services.  The “App” means the ieso app, which gives you access to a software-based digital guide that will enable you to manage symptoms of stress, anxiety and worry, including by providing you with relevant videos, written psycho-educational content and interactive activities and worksheets, or other similar resources (the “Resources”) and together with any releases or versions relating to any of them provided by ieso; the ”Services” means customer support and/or technical support which we will provide you with to help you engage with the App; “ieso”, “us”, “our”, and “we” means the organization distributing the Program which is Ieso Digital Health Inc., a Delaware Corporation having its mailing address at: 101 Federal Street, Suite 1900, Boston, MA 02110; and “ieso Parties” means ieso and its parent company, subsidiaries or affiliates, and all their officers, employees, agents, partners and licensors; and “user”, “you”, “your” and “yours” refers to you, as the user of the App.

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PART 2: TERMS AND CONDITIONS FOR THE PROGRAM

1. About ieso and how to contact us. Please contact us if you have any questions regarding the App.  You can contact us at the following email address or via a contact form provided in the App:

‍supportservices@iesohealth.com

If you need to contact ieso regarding data privacy, please see the App’s privacy notice for contact details. You may give any other legal notices to ieso at legal@iesohealth.com or at 101 Federal Street, Suite 1900, Boston, MA 02110. Such notice shall be deemed given when received by ieso at the relevant address.

It is essential that our customer and technical support teams be able to contact you by email. Email will be the usual way of communicating with you.  If you provide us with your telephone number, we may also contact you by telephone or SMS text messaging.   We need to contact you to welcome you to the Program, to help you engage with the Program and, as the Program is still undergoing testing, to request feed back from you to help us improve the Program.  This proactive outreach to you is not promotional or advertisement but an essential part of the Program. We may also contact you when required to do so by law. WE DO NOT CURRENTLY PROVIDE TECHNICAL OR OTHER CUSTOMER SUPPORT THROUGH THE DIGITAL GUIDE IN THE APP.  YOU MUST CONTACT US DIRECTLY AT THE ABOVE EMAIL ADDRESS TO RECEIVE SUPPORT.

2. Account registration and activation. You agree to provide true, accurate and complete information at all times during registration and use of the Program.  You are solely responsible for maintaining the confidentiality of the password associated with your account or device and for restricting access to your password or your devices while logged into the Services. You accept responsibility for all activities that occur under your account or from your devices. You agree to notify us immediately of any unauthorized use of your account or any other concern relating to breach of your account security.  ieso reserves the right to decline or cancel your registration or activation of the App.  

3. Regarding Payment. You will not be charged by ieso for using the Program and the App does not ask for any payment details. You must not input any payment card details or other financial information with the App.

4. Use of the App. The App is designed to provide health-related information and tools, including the Resources, only to users that:

  1. can read and write English at a 6th grade level;

  2. the App is intended for - as set out in the Instructions for Use;

  3. use the App in accordance with its intended use - as set out in the Instructions for Use;

  4. provide their own devices, and internet connection, that meet the minimum technical requirements, as set out in the Notices;

  5. are at least 18 years old on the date the App is downloaded;

  6. are resident in the United States of America;

  7. have registered and received an activation code from ieso for use of the App; and

  8. comply with the Acceptable Use Policy, set out below.

If you do not meet these criteria you must not use the App.

5. Acceptable Use Policy. You must not use the App to do any of the following things:

  1. break the law or encourage any unlawful activity;

  2. send or upload anything that is (or might be considered to be) defamatory, offensive, obscene or discriminatory;

  3. use the App in conjunction with any stream-ripping, stream capture or similar software to record or create a copy of any content that is presented to you in streaming format;

  4. infringe anyone’s intellectual property rights (for example, by using or uploading someone else’s content);

  5. remove any watermarks, labels or other legal or proprietary notices or attempt to modify any content obtained through the App;

  6. transmit any harmful software code such as viruses;

  7. try to gain unauthorised access to computers, data, systems, accounts or networks, including by assisting in circumventing, disabling or defeating any of the security features or components that protect or otherwise restrict access to the App; or

  8. deliberately disrupt the operation of anyone’s website, app, server or business.

6. Collection of technical information. We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide software updates, product support, and other services related to the App. We may also use this information, as long as it is in a form that does not personally identify you, to improve products or to offer new services or technologies to you. Please refer to our privacy notice for further details.

7. Use of your content and Feedback. You are responsible for ensuring that the information and data that you provide during registration and use of the Program is your own.   You agree not to provide information and data that is not yours or which you do not have the right to provide.   Ieso does not own the information that you provide to the App (“Input Information”) but you hereby grant ieso anon-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, de-identify, translate or create derivative works from the Input Information for ieso’s business purposes including, without limitation, for the purpose of researching, developing or improving new and/or existing products and services.   Ieso welcomes your comments, feedback, suggestions, and other communications regarding the App and the information and services we make available through the App(collectively, “Feedback”). If you provide Feedback, you hereby grant to ieso a worldwide, non-exclusive, transferable, assignable, sub-licensable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. You irrevocably waive: any right to be identified as an author, any right to object to any treatment of Input Information or Feedback, or any other moral rights that may exist in relation to Input Information and Feedback. For this reason, we ask that you not send ieso any Feedback that you do not wish to license to us as set forth above.  We shall comply with our obligations in relation to your personally identifiable information in such Input Information and Feedback

8. Disclaimer of Warranties and Liability.

  1. THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF THE INFORMATION PROVIDED BY THE APP.

  2. THE IESO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

  3. THE IESO PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PROGRAM WILL BE APPROPRIATE FOR YOU OR MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS, INCLUDING ANY ADVICE, COMMUNICATION, OR SUPPORT THAT MAY BE OBTAINED FROM OR IN CONNECTION WITH USE OF THE APP WILL BE ACCURATE OR RELIABLE; OR (4) ANY TECHNICAL OR OTHER ERRORS WILL BE CORRECTED.

  4. THE IESO PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, WHETHER OR NOT THE IESO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

  5. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW, UNDER NO CIRCUMSTANCES WILL THE IESO PARTIES BE LIABLE TO YOU IN RELATION TO THE PROGRAM FOR AN AMOUNT TO EXCEED ONE HUNDRED DOLLARS ($100) OR, IF GREATER, THE AMOUNTS YOU PAID TO IESO, IF ANY.

  6. PLEASE NOTE THAT SOME STATES DO NOT ALLOW FOR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES AND THEREFORE, THESE LIMITATIONS MAY NOT APPLY TO YOU.

9. Force Majeure. ieso shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, pandemic, weather, strikes, floods, lockouts, fires, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind including, without limitation, failures of internet connectivity or outages at data centers.

10. Government Restrictions. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

11. External Services. The program may enable you to access services and websites that ieso does not own or operate (referred to below as ‘external services’). ieso is not responsible for examining or evaluating the content or accuracy of these external services. Before using them, make sure you have read and agreed to the terms on which they are being offered to you including the way in which they may use your personal information. From time to time, we may change or remove the external services that are made available through the App.

12. App Stores Mandatory Provisions. The following additional provisions apply depending upon the App Store you used to download the App:

  1. You shall continue to be bound by the App Store rules that apply to users as set out by your App Store provider from time to time;

  2. You and ieso each acknowledge that:

  1. the User Agreement is concluded between you and ieso and not with the provider of the App Store, such as Apple or Google (“App Store Provider”);

  2. the App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App;

  3. to the maximum extent permitted by applicable law, the App Store Provider will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be ieso’s responsibility;

  4. the App Store Provider is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection, privacy, or similar legislation;

  5. in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, that ieso, not the App Store Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; and

  6. the App Store Provider, and its subsidiaries, are third party beneficiaries under the User Agreement and that, upon your acceptance of the User Agreement, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce the User Agreement against you as a third party beneficiary thereof.

c. If you downloaded the App from the Apple App, then in addition to the User Agreement, you and ieso each acknowledge that: the End-User Licence (Section H of the notices) is limited to use of the App on any Apple-branded Products that you own or control and permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.

13. Governing Law/Binding Arbitration.

  1. Governing Law: The User Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws principles.

  2. Disputes: This Section 13 provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to the User Agreement. If any provision of this Section is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.

  3. Binding Arbitration: Subject to subsection d. below and all applicable laws, you are agreeing to give up: (i) your right to litigate any and all claims that may arise in connection with the Program or the User Agreement in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise hereunder in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its consumer arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Boston, Massachusetts. The language of the arbitration shall be English. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the parties. With respect to any arbitration hereunder, as stated above, you hereby expressly waive any right to consolidate any claim and/or participate in any class-action claim of any kind or nature. This Section 13 provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to the User Agreement, against ieso, any other Ieso Parties or related to or your use of the Program, the Services, the App or the Resources. If any provision of this Section 13 is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.

  4. Small-Claims Option: Notwithstanding the foregoing, you may elect to pursue a claim in small-claims court rather than submit to binding arbitration, but only if you provide us with written notice of your desire to do so within 180 days of your first activation of the App. Any small-claims court proceeding initiated hereunder will be limited solely to your individual dispute which means that you are not permitted to file, or participate in, a class action suit or consolidated claim in small-claims court with respect to the User Agreement.

14. Class Action Waiver. You agree that any claims or disputes that you have arising out of, in connection with, or related to the User Agreement, against ieso or any other Ieso Parties, or related to your use of the App shall be brought on an individual basis, and not as a plaintiff or class member in any purported class or representative action. You waive any right to participate in a class action or a jury trial.

15. Indemnification. You agree to indemnify and hold Ieso Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Program; (b) your violation of the User Agreement; or (c) your violation of any applicable laws, rules or regulations. ieso reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ieso in asserting any available defenses. You agree that the provisions in this Section will survive any termination.

16. Limitations Period. You and ieso agree that any cause of action arising out of or related to the User Agreement, the App, the Resources or otherwise against ieso must commence within (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

17. Severability. If any provision of the User Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the User Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

18. Waiver. Any waiver or failure to enforce any provision of the User Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

19. Entire Agreement. The User Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

20. Assignment. ieso may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without ieso’s prior written consent in each instance, and any attempt to do so shall be null and void.

21. Termination. You or ieso may suspend or terminate your account and/or your use of the App at any time, with or without cause or notice.

22. Effect of Termination. Following termination of your account, or your use of the App, ieso may remove, suspend or limit your access to the Program. ieso may, solely at its option and discretion, provide you with access to certain content (including the Resources) which may be available within the App for a limited period of time,  sent to you by email or made available in some other format and, if so, your access to, and use of, such content (including the Resources) and any continued use of the App to access such content (including the Resources) shall continue to be governed by the User Agreement.  Certain provisions of the User Agreement are intended to survive termination, including Sections A, B,D, E, G, H, I and L of Part 1, Sections 7 to 10 (inclusive), 12 to 20(inclusive) and 22 and 23 of Part 2 shall continue to apply notwithstanding the termination of your account and/or your use of the App.

23. Changes to the User Agreement. ieso reserves the right to modify or update the User Agreement at any time. Your continued use of the Program after any such modification or update constitutes your acceptance of the new User Agreement.

Version EUT 1.0
Issued and in effect from: 20th June 2024

We care about your wellbeing
If you need more than our program can offer:
Do you need to talk to someone?
Call or text the Suicide & Crisis Lifeline at 988
Experiencing a medical emergency?
Call 911 or go to your nearest emergency room
If you need more than our program can offer:
    Do  you need to talk to someone?   Callor text the Suicide & Crisis Lifeline at 988
    Experiencing  a medical emergency?     Call911 or go to your nearest emergency room