Terms of Service — United States

0. Parties & effective date

These Terms are effective between EMOBOT, a French société par actions simplifiée (SIRET 912345751200016), and the Customer as of the date the Customer completes the checkout process and accepts these Terms via the Stripe payment platform.

1. Key definitions

• Services— EMOBOT’s hosted software platform, patient mobile app (EmoDTx), clinician dashboard, alerts, analytics, and related support.
• Active Patient-Month (APM) — any unique patient for whom EMOBOT monitoring is active for at least sixteen (16) days in a calendar month, where at least one multimodal signal (voice, actigraphy, or mood logs) is processed.
• Order Form — the electronic subscription summary, pricing tier, and confirmation provided to the Customer via the Stripe checkout process.
• PHI — has the meaning set forth in HIPAA (45 CFR §160.103).
• BAA — the Business Associate Agreement attached as Exhibit A, deemed accepted concurrently with these Terms upon checkout.
• Patient-Paid Bracket— the path under which a patient may pay EMOBOT directly to continue using the patient app when the clinic elects not to fund that patient’s usage.

2. Access, license & restrictions

Subject to these Terms and timely payment, EMOBOT grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal clinical operations. Customer shall not (a) reverse-engineer, decompile, or attempt to derive source code; (b) copy or modify the Services; (c) use the Services to build a competing product; or (d) use the Services in violation of law, including HIPAA, or for any non-clinical marketing to patients without consent.

Features may rely on third-party services and integrations subject to their own terms. Customer shall not circumvent technical restrictions or use the Services to access third-party services in a manner that violates their terms, rate limits, or security controls.

3. Customer obligations

Clinical use; no medical advice. Customer acknowledges the Services do not diagnose, treat, detect suicidality, or prescribe and are not a substitute for clinical judgment. Customer remains solely responsible for all patient care and decisions.

Patient informed consent. EMOBOT presents, obtains, and records the Patient Informed Consent within the patient app prior to initiating monitoring, including (where required) any HIPAA authorization for sharing with the clinic. The app is available only to adults aged twenty-two (22) and older; EMOBOT implements an in-app age gate. Patients may revoke consent in-app at any time; upon revocation, EMOBOT will cease new data collection and notify Customer through the dashboard within a commercially reasonable period (target 48 hours, not to exceed five business days).

Authorized users & connectivity. Customer ensures authorized users keep credentials confidential and is responsible for devices, networks, and connectivity.

4. EMOBOT obligations

Security & privacy. EMOBOT implements administrative, physical, and technical safeguards consistent with industry standards and HIPAA. All PHI is encrypted in transit and at rest.

HIPAA business associate; concurrent execution. Upon checkout, where EMOBOT receives PHI, the parties are deemed to have executed the BAA (Exhibit A). EMOBOT shall not process PHI until checkout is complete.

Availability target (SLA).EMOBOT commits to a monthly uptime target of 99.0% for production systems, excluding scheduled maintenance (≤4 hours / month with ≥48 hours’ notice), emergency maintenance, and force majeure. Failure to meet the SLA entitles Customer to service credits up to 30% of that month’s fees, requested in writing within 30 days. Service credits are Customer’s sole and exclusive remedy for uptime failures.

Support. Email support Mon–Fri, 7am–4pm EST (US federal holidays excluded). Target initial response for technical product issues: within 48 hours during support hours.

Dedicated Customer Success for multi-clinic groups. For Customers operating two or more clinical sites under common ownership, EMOBOT dedicates a named Customer Success Manager whose mandate is to maximise activation, monitor outcomes, and coordinate Quarterly Business Reviews across all sites. This allocation is included at no additional fee and is intended to ensure consistent activation rates and ROI across the group.

5. Term, renewal & termination

Unless stated otherwise on the Order Form, the Initial Term is 12 months following the Service Start Date. Thereafter, these Terms auto-renew for successive 12-month terms unless either party gives 60 days’ written notice prior to renewal. Either party may terminate for material breach not cured within 30 days of notice (10 days for undisputed payment breaches). Customer may terminate for convenience after the first 6 paid months upon 30 days’ notice.

Post-termination data.Within 30 days of the effective termination date, at Customer’s written option EMOBOT will either (i) return Customer Data in a readily usable format via secure export, or (ii) delete such data and certify deletion. Production-system deletion occurs within 30 days of the request; backup purge completes within 90–120 days. PHI return or destruction is governed by the BAA.

6. Fees, pricing & taxes

• Customer is billed monthly in arrears based on APM in that month, at the tier selected via Stripe.
• Partial-month rule: if a newly enrolled patient is monitored 15 days or fewer in a calendar month, no APM is billed; 16 days or more, one APM is billed.
• Founding Site Freeze: if marked on the Order Form, founding sites may lock their tier for 24 months.
• Annual true-up: at the end of each 12-month period, EMOBOT reconciles processed APM against the selected tier. Under-enrollment is reimbursed; over-enrollment is invoiced.
• Invoices are Net 30. Late amounts may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law. Customer is responsible for applicable taxes.

Customer payment failure. A 15-day grace period applies; during grace, access continues with dunning notices. Unpaid amounts after grace may result in suspension per Section 12.

Patient-Paid Bracket.If Customer elects not to fund a specific patient’s continued use, EMOBOT provides a 3-day grace period during which the patient is offered the option to subscribe and pay EMOBOT directly. EMOBOT will provide Customer with at least 5 business days’ prior written notice and the form of patient-facing communications for Customer’s review and reasonable approval before initiating any transition. Patient payments are solely for the patient app and do not constitute charges for clinical services.

7. Data, IP & analytics

• Ownership. Customer owns Customer Data. EMOBOT owns the Services, software, Documentation, and any aggregated/de-identified data generated from use of the Services.
• License to host. Customer grants EMOBOT the rights to host, process, transmit, and display Customer Data to provide the Services and support.
• De-identified use. EMOBOT may use de-identified data for product improvement, analytics, benchmarking, and research publications. No re-identification. No external sharing of PHI.
• Export format. Customer Data exports are provided in a commercially reasonable, readily usable format (e.g. CSV/JSON and, where available, HL7 FHIR resources). One export at no additional charge within the 30-day post-termination window.
• Feedback. Feedback is voluntary and may be used by EMOBOT without restriction or attribution.

8. Confidentiality

Each party protects the other’s Confidential Information with reasonable care and uses it only to perform under these Terms. PHI is governed exclusively by the BAA. Information that is public, independently developed, or lawfully obtained without restriction is not Confidential Information.

9. Compliance & clinical disclaimers

Each party complies with applicable laws (including HIPAA and, as applicable, state privacy laws).

Clinical control.The Services may generate trend insights and notifications; these are informational only and are not intended to be clinical decision support. Customer retains exclusive responsibility for diagnosis, treatment decisions, and patient communications. This allocation does not relieve EMOBOT of liability for material inaccuracies in outputs directly and proximately caused by EMOBOT’s failure to perform in accordance with the Documentation or applicable professional standards.

No emergency service. The Services are not monitored for emergencies and are not a substitute for 911 or crisis lines.

10. Warranties & limitation of liability

EMOBOT warrants that (i) the Services will perform materially in accordance with the Documentation, (ii) EMOBOT will implement and maintain reasonable administrative, physical, and technical safeguards to protect Customer Data, and (iii) EMOBOT will provide the Services in a professional manner consistent with reasonable industry standards.

OTHERWISE THE SERVICES ARE PROVIDED “AS IS.” EMOBOT AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS.

Liability cap. If EMOBOT is found liable for any damage or loss arising out of or connected with the Services, its total aggregate liability shall not exceed the total fees paid by Customer in the six (6) months prior to the claim.

EMOBOT is not liable for indirect, consequential, incidental, special, punitive, or exemplary damages. These limitations do not apply to Customer’s undisputed payment obligations, either party’s willful misconduct or fraud, EMOBOT’s IP infringement indemnity, or a party’s breach of confidentiality or data-security obligations under the BAA.

11. Indemnification

By EMOBOT. EMOBOT will defend and indemnify Customer against third-party claims alleging the Services infringe US intellectual property rights, provided Customer promptly notifies EMOBOT and cooperates.

By Customer.Customer will defend and indemnify EMOBOT against claims arising from (a) Customer’s breach of law or these Terms, (b) clinical decisions made independently of and without reliance on the informational outputs of the Services, or (c) Customer-provided content or integrations.

12. Suspension

EMOBOT may immediately suspend access for suspected or actual security incidents or regulatory requirements, for unlawful or prohibited use, or for non-payment beyond the grace period. EMOBOT provides prompt notice of suspension and restores access promptly after the underlying condition is resolved. Unless prohibited, EMOBOT will make a reasonable Customer Data export available during any non-payment suspension.

13. Publicity, assignment & force majeure

With prior written consent (email sufficient), EMOBOT may list Customer as a client using name and logo; Customer may revoke consent on 30 days’ notice. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

EMOBOT is not liable for any failure to perform caused by events beyond its reasonable control (mechanical failure, strikes, carrier restraints, inability to obtain adequate materials).

14. Governing law & disputes

These Terms are governed by the laws of the State of New York, without regard to conflicts of laws rules. The parties submit to the federal or state courts in New York for exclusive jurisdiction of any dispute arising out of use of the Services or breach of these Terms.

Upon written notice of a dispute, each party will appoint a representative to negotiate in good faith. If the dispute is not resolved within 90 days, either party may take available action in law or in equity.

15. Entire agreement

These Terms, together with the Order Form and Exhibits, are the entire agreement between the parties. In case of conflict, the Order Form controls, then these Terms, then Exhibits. For PHI matters, the BAA (Exhibit A) controls. Amendments must be in writing and signed. Notices must be in writing and delivered by personal delivery, reputable overnight courier, or certified mail to the addresses on the Order Form, with an email copy.

Acknowledgement

By completing the Stripe checkout and accepting these Terms, you acknowledge that you have read, understood, and agreed to the Terms of Service and the BAA (Exhibit A). You further acknowledge that EmoDTx is not a medical device and should not be relied upon for emergency situations (call 911 or 988).

Contact

Legal: legal@emobothealth.com
Support: support@emobothealth.com
Postal: EMOBOT SAS, Paris, France · SIRET 912345751200016