Terms of use

Please read this agreement carefully before using the site and/or services.

This is a legally binding agreement between you, the individual user (“you” and “your”), and Ellipsis Health Inc., and its subsidiaries and affiliates (“Ellipsis,” “we,” “us” and “our”), regarding your access to and use of our website (www.ellipsishealth.com), any of our mobile applications, our software as a service or other technology platform(s), or any of our related websites, applications, or services (including any associated content, and any customizations made to those websites, platforms, and applications) (collectively, the “Site”), or access or use of the services accessible through the Site (collectively, the “Services”). Your use of the Site and/or Services means that you have read, understand, and agree to these Terms of Use (“Terms of Use”).

If you do not agree with all of these terms of use, then you must not use or must stop using the site and/or services immediately.

This document provides the general Terms of Use that apply to our Site and Services. Each of our applications, platforms, and services might have more specific terms you must agree to in order to use them. Those application-, platform-, and service-specific terms are incorporated into these Terms of Use by reference.

Ellipsis Health services

Ellipsis uses Artificial Intelligence (“AI”) to solve the unmet needs of behavioral health. We offer a real-time, scalable, and accurate way to measure anxiety and depression. We have developed the first speech-based vital sign for depression and anxiety. Our machine-learning algorithms only require a few minutes of natural speech to create a real-time assessment of anxiety and depression. We offer our AI solutions to adults (18 years of age or older) only. We partner with health care providers and health plans to provide our AI solutions to their patients, clients and members. We may also offer these AI solutions directly to individual users in our sole discretion.  

If you are a health care provider, health plan employee, or other person or entity in the health care or medical industries who wishes to use our Services, you must enter into a separate services agreement with us. To the extent there is a conflict between these Terms of Use and the separate services agreement, the services agreement shall govern to the extent necessary to resolve the conflict.

We do not provide behavioral health, medical health or referral services.

Health care providers (including behavioral health specialists) may use the Site and/or Services to share content with you and to collect information from you to be used for your treatment, care coordination or case management. However, your use of the Site or Services is not a substitute for medical or mental health care. If you need medical or mental health care, reach out to your doctor for a referral. If you are having a medical emergency or mental health crisis, call 911. You can also call the National Suicide Prevention Lifeline at 800-273-8255.

No professional patient-relationship is created between you and us when you use the Site, Services or content. This is true whether such content is provided by or through the use of the Site or Services or through any other communications from us. Please see the section of these Terms of Use on USER COMMUNICATIONS for more details on how we may communicate with you.

We encourage health care providers, health plans and our other customers to use our Site and Services responsibly, but we have no control over of them or their actions. We are not responsible and will not be liable for your treatment or services you receive from these third parties, or any injury or loss resulting therefrom. For more information on the limits of our liability and what we do not warrant with respect to our Site and Services, please see the section of these Terms of Use on DISCLAIMER OF WARRANTY, LIMITATIONS OF LIABILITY AND CLASS ACTION WAIVER.

Your obligations

As a condition of your use of the Site and/or Services, you understand and agree to all of the following:

• You are an adult who is at least 18 years of age;
• You have the legal capacity to enter into a binding legal obligation;
• If you are using the Site and/or Services on behalf of someone else or an entity, you have the legal authority to accept these Terms of Use on their behalf;
• You will use the Site and/or Services in accordance with these Terms of Use and in compliance with any applicable local, state, national or international law;
• All the information you provide to the Site is at all times true, accurate, current and complete;
• You must treat your username and password or any other piece of information provided as part of our security procedures (collectively, “Security Information”) as confidential. You must not disclose it to any other person or entity. You are solely responsible for maintaining the confidentiality of your Security Information, and you are solely responsible for all uses of your Security Information and for access to your account, whether or not authorized by you; and
• You will notify us immediately of any unauthorized access to or use of your Security Information or any other breach of security.

Prohibited uses

You may use the Site and/or Services only for their lawfully intended purposes and as provided in these Terms of Use. You agree not to:

• Use the Site and/or Services for any illegal, unethical, abusive, offensive, harassing or unsolicited purpose;
• Sell, resell, rent or lease the Site and/or Services, use the Site and/or Services beyond its intended purposes or reverse engineer the Site and/or Services or decode, or otherwise attempt to derive or gain access to the software code of the Site and/or Services or any part thereof;
• Use the Site and/or Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights);
• Use the Site and/or Services in any way that is damaging to the Site and/or Services or interferes with or disrupts the integrity or performance of the Site and/or Services;
• Misrepresent your identity, provide false information, impersonate another person or entity, or misrepresent your relationship with a person or entity or attempt to use another person’s account;
• Attempt to gain unauthorized access to the Site and/or Services;
• Remove or modify any proprietary marking or restrictive legends in the Site and/or Services;
• Engage in any data monitoring, data mining, data harvesting, data extraction or any other similar activity in relation to the Site and/or
• Services or while using the Site and/or Services;
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, or to attack the Site and/or Services via a denial-of-service attack or a distributed denial-of-service attack;
• Access the Site and/or Services to build any competitive product or service, or to copy any material on the Site and/or Services for competitive purposes; or
• Assist a third party in engaging in any of these prohibited activities.

Privacy policy and security

Please read our Privacy Policy to review how information about you is collected, stored, used, shared and kept secure. The Privacy Policy (and any subsequent amendments thereto) is incorporated by reference into these Terms of Use. By agreeing to these Terms of Use and/or by using the Site and/or Services, you are also agreeing to the Privacy Policy and consent to all actions taken by us with respect to your information as provided for in the Privacy Policy.

Third party content

The Site may contain content, products or services offered by third parties. We do not endorse any websites that are linked to the Site. Ellipsis takes no responsibility for any content, products or services offered by a third party, including their accuracy, completeness, quality, or any other aspect thereof, and you agree that we will not be held liable for any damage or loss caused by a third party. Your access to and use of certain third party content, products or services available to you through the Site may require you to accept additional terms of use for such third party content, products or services (“Third Party Terms”). Your decision to not accept Third Party Terms may restrict you from accessing such third party content, products, or services and/or using certain of the Site’s features and functionality. Any violation of such Third Party Terms will also be deemed a violation of these Terms of Use.

Indemnification

You agree to defend, indemnify, and hold harmless Ellipsis (including its affiliates and subsidiaries) and its members, officers, directors, representatives, employees, contractors, agents, business partners, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees and expert witness fees) arising out of or in any way connected with: 

• Your violation of these Terms of Use or any documents referenced herein;
• Your use of the Site and/or Services; and/or
• The use of the Site and/or Services by another person accessing your account and/or Security Information.

Disclaimer of Warranty, Limitations of Liability and Class Action Waiver

DISCLAIMER OF WARRANTY
ELLIPSIS DOES NOT GUARANTEE THAT INFORMATION ON THE SITE AND/OR MADE AVAILABLE THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, TIMELY, ERROR-FREE, SECURE, OR WITHOUT INTERRUPTIONS. YOU UNDERSTAND AND AGREE THAT THE SITE AND SERVICES, AND ALL THIRD PARTY INFORMATION ON THE SITE ARE PROVIDED “AS IS,” WITH ALL FAULTS. ELLIPSIS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE SITE, SERVICES AND/OR THE MATERIALS CONTAINED ON THE SITE OR MADE AVAILABLE THROUGH THE SERVICES. ELLIPSIS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND ELLIPSIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

LIMITATIONS OF LIABILITY
YOU UNDERSTAND AND AGREE THAT ELLIPSIS (INCLUDING ITS AFFILIATES AND SUBSIDIARIES), ITS MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, CONTRACTORS, AGENTS, BUSINESS PARTNERS, SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS), PUNITIVE, OR EXEMPLARY DAMAGES, OR SPECIAL LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH (1) YOUR USE OF OR INABILITY TO USE THE SITE AND/OR SERVICES (INCLUDING YOUR USE OF ANY CONTENT, INFORMATION, OR MATERIALS ACCESSED BY YOU THROUGH THE SITE

AND/OR SERVICES); (2) THE USE OF THE SITE AND/OR SERVICES BY ANOTHER PERSON ACCESSING YOUR ACCOUNT AND/OR SECURITY INFORMATION; OR (3) YOUR VIOLATION OF THESE TERMS OF USE.

ELLIPSIS FURTHER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SITE AND/OR SERVICES, INCLUDING WITHOUT LIMITATION, HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE PROPERTIES. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELLIPSIS (INCLUDING ITS AFFILIATES AND SUBSIDIARIES), ITS MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, BUSINESS PARTNERS, SUCCESORS AND ASSIGNS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE SITE AND/OR SERVICES FOR DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $1,000.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE OR THE SITE AND/OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS ARISE OUT OF BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS WERE FORESEEABLE OR ELLIPSIS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS.

CLASS ACTION WAIVER: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED IN ACCORDANCE WITH THESE TERMS OF USE AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION LAWSUIT, OR CLASS OR COLLECTIVE ARBITRATION.

If applicable law does not allow for any disclaimer, limitation of liability or waiver (or any portion thereof) as set forth in these Terms of Use, the disclaimer, limitation or waiver will be deemed modified solely to the extent necessary to comply with applicable law. 
This section will survive the termination of these Terms of Use.

Proprietary rights

All of the content on the Site is owned by us or our licensors or other third party service providers and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties (collectively, “Site Content”). You acknowledge that the Site, Services and any underlying technology or software used in connection with the Site and/or Services contains proprietary information.  

We give you permission to download a copy of any application we make available to you for download to your computer or mobile device, solely for your use and subject to any applicable end user licensing agreements for such applications. We also give you permission to use Site Content for personal, non-commercial purposes only. We do not waive or transfer any intellectual property rights to you by virtue of your permitted use of the Site, Site Content and/or Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the Site Content, or exploit the Site and/or Services (in whole or in part) for any commercial gain or commercial purpose. Except as expressly provided in these Terms of Use, neither Ellipsis nor its licensors nor other third party service providers grant you any express or implied rights, and all rights in the Site, Site Content and/or Services not expressly granted by us to you are retained by Ellipsis or the appropriate Site Content owner.

Our name, Ellipsis, and the Ellipsis logo, and all related names, logos, product and service names, designs, and slogans (including those of our subsidiaries and affiliates) are trademarks of Ellipsis or its subsidiaries, affiliates or licensors. You must not use such marks without the prior written permission of Ellipsis. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

User communications

YOUR EXPRESS CONSENT TO COMMUNICATIONS
By providing us, or your health care provider who utilizes our services, or the party conducting a study utilizing our technology, with your contact information and using the Site and/or Services, you acknowledge and agree that Ellipsis, and other individuals and entities connected to the Site (such as your health care provider or health plan), may contact you at any of the contact information you provide to us (or them) or that is associated with your account (including mobile phone numbers) for any reason, including (but not limited to) sending you notices, communications, reminders, and information to you about these Terms of Use, the Site, Services and for marketing purposes, and in response to any inquiries that you make to Ellipsis, or submissions that you may send to Ellipsis or other individuals and entities connected to the Site. You acknowledge and agree to be contacted by any means, including through the Site, by email, telephone, or text message on your device, and through use of an automatic telephone dialing system and/or an artificial or prerecorded voice message system. Message and data rates charged by your wireless carrier company may apply. We are not responsible for any data transmission fees. You may receive multiple messages per day and you authorize the delivery of detailed messages to the contact information associated with you. These communications may not be secure and not encrypted. Unsecured communications pose a risk to the confidentiality and privacy of the information being sent because they are susceptible to possible interception by a third party.

You understand that your consent to receive automated text messages and calls for any marketing purposes is voluntary, and is not a condition to your use of the Site and/or Services. You can opt out of receiving automated marketing communications at any time by contacting us at: hello@ellipsishealth.com. You may also opt out of receiving such automated text messages by replying to the text message with the word “STOP.” Please note that even if you opt out of receiving automated communications for marketing purposes, we (and other individuals and entities connected to the Site, such as your health care provider or health plan) may continue to communicate with you for non-marketing purposes, such as communicating with you about the Site, Services and health care related messages.   

Electronic documents. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing and/or signed. You waive any right to raise any defense or waiver based upon execution of these Terms of Use by electronic means or maintenance of these Terms of Use electronically.

Term and termination

These Terms of Use are effective immediately and will remain in full force and effect while you use the Site and/or Services. Your request to use the Site and/or Services (or any portion thereof) is not guaranteed. Ellipsis may deny you access to the Site and/or Services (or any portion thereof) without notice for any reason or no reason, including, but not limited to:

• Any unauthorized access or use of the Site and/or Services;
• Any violation of these Terms of Use;
• Tampering with or alteration of any of the software or data files contained in, or accessed through, the Site and/or Services;
• If Ellipsis determines in its sole discretion that you have used or are using the Site and/or Services for any fraudulent or illegal purpose, including if you are engaged in suspicious activity or Ellipsis determines that your continued use of the Site would cause Ellipsis to violate any applicable law or would place Ellipsis at material risk of suffering any sanction, penalty or liability; or
• If your actions or omissions create an immediate threat or may cause material harm to any person or organization.

Changes to these terms of use

You should look at these Terms of Use on a regular basis. We may change these Terms of Use at any time and for any reason. Changes to these Terms of Use will be posted on the Site. Unless otherwise specified by us, all changes will be effective upon being posted. The “Last Update” date is posted at the top of these Terms of Use. You agree to any changes to these Terms of Use by using the Site and/or Services after the changes become effective. If you do not agree to the changes, you must stop using the Site and/or Services.

Other terms

Entire Agreement. These Terms of Use (including legal notices and disclaimers contained on the Site) and any other written agreement you enter into with us regarding our Services, constitute the entire agreement between Ellipsis and you in relation to your use of the Site, and supersede all prior agreements and understandings with respect to the Site. You agree that you have not relied on any promises or representations by us except as set forth in these Terms of Use and any other written agreement you enter into with us regarding our Services. 

Severability.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

Assignment.
Ellipsis is permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms of Use without any notification or consent required. You are not permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms of Use.

Waiver.
No waiver by Ellipsis of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ellipsis to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Survival.
Rights and obligations which by their nature should survive, will remain in full force and effect following termination or expiration of these Terms of Use, including all clauses regarding indemnification, disclaimers of warranties, limitations of liabilities and indemnification.