Terms of service
Last updated on: 23rd April 2026
These Terms of Service ("Terms") govern your access to and use of the services provided by ThinkDoHappy Inc. ("Company," "we," "us," or "our"), including the hpy clinical workflow platform ("hpy"), the Viv AI clinical assistant ("Viv"), the HPY Mobile client companion application ("HPY Mobile"), our websites at thinkhpy.com and related domains, and any associated services (collectively, the "Services").
By accessing or using the Services, clicking "I agree," or otherwise indicating acceptance, you ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Services.
If you are using the Services on behalf of an organization or practice, you represent that you are authorized to bind that organization, and "Customer" refers to that organization.
These Terms of Service ("Terms") govern your access to and use of the services provided by ThinkDoHappy Inc. ("Company," "we," "us," or "our"), including the hpy clinical workflow platform ("hpy"), the Viv AI clinical assistant ("Viv"), the HPY Mobile client companion application ("HPY Mobile"), our websites at thinkhpy.com and related domains, and any associated services (collectively, the "Services").
By accessing or using the Services, clicking "I agree," or otherwise indicating acceptance, you ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Services.
If you are using the Services on behalf of an organization or practice, you represent that you are authorized to bind that organization, and "Customer" refers to that organization.
Definitions
"Authorized User" means an individual authorized by Customer to access the Services under Customer's account, including clinicians, administrative staff, and supervisors.
"BAA" means the Business Associate Agreement between Thinkhpy Inc and Customer, as required by HIPAA when PHI is processed.
"Client" means an individual end user of Customer's clinical practice who may interact with the Services through HPY Mobile or other Client-facing features.
"Customer Data" means all data, content, or material submitted to the Services by Customer or its Authorized Users, including session recordings, notes, transcripts, and Client information.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
"PHI" means Protected Health Information, as defined under HIPAA.
"Services" has the meaning set forth above.
Definitions
"Authorized User" means an individual authorized by Customer to access the Services under Customer's account, including clinicians, administrative staff, and supervisors.
"BAA" means the Business Associate Agreement between Thinkhpy Inc and Customer, as required by HIPAA when PHI is processed.
"Client" means an individual end user of Customer's clinical practice who may interact with the Services through HPY Mobile or other Client-facing features.
"Customer Data" means all data, content, or material submitted to the Services by Customer or its Authorized Users, including session recordings, notes, transcripts, and Client information.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
"PHI" means Protected Health Information, as defined under HIPAA.
"Services" has the meaning set forth above.
Eligibility and Account Registration
2.1 Eligibility
The Customer account holder and Authorized Users represent and warrant that:
You are at least 18 years old;
You are a licensed mental health professional in good standing, authorized staff of such a professional, or an entity that employs such professionals, and are legally permitted to provide clinical services in your jurisdiction;
Your use of the Services complies with all applicable laws, professional licensure requirements, and ethics rules;
All information you provide during registration is accurate, complete, and kept current.
Clients who access HPY Mobile or other Client-facing features through a Customer's account are not required to be licensed clinicians and are governed by the applicable Client-facing end-user terms and the consent framework established by their treating Customer. No provision of this Section 2.1 applies to such Clients in their capacity as end users of Client-facing features.
2.2 Account Security
Customer is responsible for all activity under its account and for the acts and omissions of its Authorized Users. Customer must maintain the confidentiality of account credentials, use multi-factor authentication where available, and promptly notify Thinkhpy Inc of any suspected unauthorized access.
Eligibility and Account Registration
2.1 Eligibility
The Customer account holder and Authorized Users represent and warrant that:
You are at least 18 years old;
You are a licensed mental health professional in good standing, authorized staff of such a professional, or an entity that employs such professionals, and are legally permitted to provide clinical services in your jurisdiction;
Your use of the Services complies with all applicable laws, professional licensure requirements, and ethics rules;
All information you provide during registration is accurate, complete, and kept current.
Clients who access HPY Mobile or other Client-facing features through a Customer's account are not required to be licensed clinicians and are governed by the applicable Client-facing end-user terms and the consent framework established by their treating Customer. No provision of this Section 2.1 applies to such Clients in their capacity as end users of Client-facing features.
2.2 Account Security
Customer is responsible for all activity under its account and for the acts and omissions of its Authorized Users. Customer must maintain the confidentiality of account credentials, use multi-factor authentication where available, and promptly notify Thinkhpy Inc of any suspected unauthorized access.
Description of Services
The hpy platform provides software tools to support clinical workflow, including:
Session recording, transcription, and documentation tools for individual clients and groups.
Viv, an AI-powered clinical assistant that generates drafts of notes, summaries, and clinical suggestions;
HPY Mobile, a companion application for Clients to use between sessions for structured skill practice and engagement;
Related administrative, analytics, and collaboration features.
The Services are software tools that support Customer's clinical workflow. They do not provide clinical care, do not constitute medical or mental health advice, and are not a substitute for the judgment of a licensed professional. Neither ThinkDoHappy Inc. nor the hpy platform is a healthcare provider.
Description of Services
The hpy platform provides software tools to support clinical workflow, including:
Session recording, transcription, and documentation tools for individual clients and groups.
Viv, an AI-powered clinical assistant that generates drafts of notes, summaries, and clinical suggestions;
HPY Mobile, a companion application for Clients to use between sessions for structured skill practice and engagement;
Related administrative, analytics, and collaboration features.
The Services are software tools that support Customer's clinical workflow. They do not provide clinical care, do not constitute medical or mental health advice, and are not a substitute for the judgment of a licensed professional. Neither ThinkDoHappy Inc. nor the hpy platform is a healthcare provider.
AI-Generated Content (Viv)
Viv generates text, summaries, and suggestions using artificial intelligence models operating on Customer Data. You acknowledge and agree:
Output may contain errors. AI-generated content may contain inaccuracies, omissions, misattributions, or fabricated information ("hallucinations").
You remain the clinician of record. You are solely responsible for reviewing, verifying, editing, and exercising professional judgment over any AI-generated content before relying on it, acting on it, or incorporating it into clinical records.
Viv is not a clinician. Viv does not provide diagnoses, treatment recommendations, or clinical advice in its own capacity. It is a drafting and workflow tool.
No sole reliance. You will not rely on Viv output as the sole basis for any clinical decision, treatment plan, diagnosis, or crisis response.
Crisis situations. The Services are not designed to detect, respond to, or manage emergencies, suicidal ideation, or other crises. Customer remains responsible for established crisis and safety protocols.
No training on Customer Data. Thinkhpy Inc does not use Customer Data to train any AI model, and Customer Data submitted through Viv is not used by Thinkhpy Inc's subprocessors to train their models. Audio recordings are not retained after processing; only a diarized session summary is stored, and any transcripts are stored in encrypted form and are not post-processed or used for any secondary purpose.
Clinician disclosure obligations. Customer is responsible for disclosing the use of AI-assisted documentation and transcription to Clients as required by applicable law, including state medical AI disclosure statutes, and for obtaining all necessary Client consents. Customer shall obtain Client consent during intake or onboarding and prior to each recorded session, in accordance with applicable two-party and all-party consent laws.
AI-Generated Content (Viv)
Viv generates text, summaries, and suggestions using artificial intelligence models operating on Customer Data. You acknowledge and agree:
Output may contain errors. AI-generated content may contain inaccuracies, omissions, misattributions, or fabricated information ("hallucinations").
You remain the clinician of record. You are solely responsible for reviewing, verifying, editing, and exercising professional judgment over any AI-generated content before relying on it, acting on it, or incorporating it into clinical records.
Viv is not a clinician. Viv does not provide diagnoses, treatment recommendations, or clinical advice in its own capacity. It is a drafting and workflow tool.
No sole reliance. You will not rely on Viv output as the sole basis for any clinical decision, treatment plan, diagnosis, or crisis response.
Crisis situations. The Services are not designed to detect, respond to, or manage emergencies, suicidal ideation, or other crises. Customer remains responsible for established crisis and safety protocols.
No training on Customer Data. Thinkhpy Inc does not use Customer Data to train any AI model, and Customer Data submitted through Viv is not used by Thinkhpy Inc's subprocessors to train their models. Audio recordings are not retained after processing; only a diarized session summary is stored, and any transcripts are stored in encrypted form and are not post-processed or used for any secondary purpose.
Clinician disclosure obligations. Customer is responsible for disclosing the use of AI-assisted documentation and transcription to Clients as required by applicable law, including state medical AI disclosure statutes, and for obtaining all necessary Client consents. Customer shall obtain Client consent during intake or onboarding and prior to each recorded session, in accordance with applicable two-party and all-party consent laws.
Customer Data, PHI, and HIPAA
5.1 Ownership
As between you and the Company, you retain all right, title, and interest in Customer Data. You grant the Company a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and improve the Services, subject to the BAA and this Section 5.
5.2 HIPAA and the BAA
Where Customer Data includes PHI, Thinkhpy Inc acts as a Business Associate under HIPAA. The BAA executed between Thinkhpy Inc and Customer governs the use and disclosure of PHI and takes precedence over any conflicting provision of these Terms with respect to PHI. You may not submit PHI to the Services before a BAA is executed.
5.3 Security
Thinkhpy Inc maintains administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the HIPAA Security Rule and industry standards. Our SOC 2 program is in preparation for third-party audit; upon issuance, the report will be made available to customers under NDA. A summary of our security practices is available at thinkhpy.com/security.
5.4 Breach Notification
Thinkhpy Inc will notify Customer of any Breach of Unsecured PHI in accordance with the BAA and applicable law, including within the timeframes required by HIPAA.
5.5 Subprocessors
Thinkhpy Inc may engage third-party service providers ("Subprocessors") to process Customer Data on its behalf. A current list of Subprocessors is available at [TODO: thinkhpy.com/subprocessors]. Thinkhpy Inc will provide Customer at least 30 days' advance notice of any material change to its Subprocessors, will impose obligations on Subprocessors that are no less protective than those set forth herein and in the BAA, and will remain responsible for Subprocessor performance.
5.6 De-identified Data and No Model Training
To the extent permitted by the BAA and applicable law, Thinkhpy Inc may create de-identified data from Customer Data in accordance with 45 C.F.R. § 164.514(b) ("De-identified Data") solely for the purpose of operating, securing, maintaining, and improving the Services (for example, performance monitoring, quality assurance, and aggregate product analytics). De-identified Data is not PHI.
Thinkhpy Inc does not use Customer Data, transcripts, or session recordings to train any AI or machine-learning model, whether its own or any third party's. Thinkhpy Inc's subprocessors are contractually prohibited from using Customer Data to train their models. Audio recordings are not retained after processing; only a diarized summary of each session is stored, and any transcripts are stored in encrypted form and are not post-processed or reused for any secondary purpose.
365-day retention of stored Customer Data applies as set forth in Section 5.7.
5.7 Data Export and Deletion
During the term, Customer may export Customer Data via the Services' then-current export features. Upon termination or expiration, Thinkhpy Inc will return or destroy PHI in accordance with the BAA. Other Customer Data will be retained for up to 365 days following termination to permit export and account recovery, after which it will be deleted, except as required by the BAA, applicable law, or a legal hold.
Customer Data, PHI, and HIPAA
5.1 Ownership
As between you and the Company, you retain all right, title, and interest in Customer Data. You grant the Company a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and improve the Services, subject to the BAA and this Section 5.
5.2 HIPAA and the BAA
Where Customer Data includes PHI, Thinkhpy Inc acts as a Business Associate under HIPAA. The BAA executed between Thinkhpy Inc and Customer governs the use and disclosure of PHI and takes precedence over any conflicting provision of these Terms with respect to PHI. You may not submit PHI to the Services before a BAA is executed.
5.3 Security
Thinkhpy Inc maintains administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the HIPAA Security Rule and industry standards. Our SOC 2 program is in preparation for third-party audit; upon issuance, the report will be made available to customers under NDA. A summary of our security practices is available at thinkhpy.com/security.
5.4 Breach Notification
Thinkhpy Inc will notify Customer of any Breach of Unsecured PHI in accordance with the BAA and applicable law, including within the timeframes required by HIPAA.
5.5 Subprocessors
Thinkhpy Inc may engage third-party service providers ("Subprocessors") to process Customer Data on its behalf. A current list of Subprocessors is available at [TODO: thinkhpy.com/subprocessors]. Thinkhpy Inc will provide Customer at least 30 days' advance notice of any material change to its Subprocessors, will impose obligations on Subprocessors that are no less protective than those set forth herein and in the BAA, and will remain responsible for Subprocessor performance.
5.6 De-identified Data and No Model Training
To the extent permitted by the BAA and applicable law, Thinkhpy Inc may create de-identified data from Customer Data in accordance with 45 C.F.R. § 164.514(b) ("De-identified Data") solely for the purpose of operating, securing, maintaining, and improving the Services (for example, performance monitoring, quality assurance, and aggregate product analytics). De-identified Data is not PHI.
Thinkhpy Inc does not use Customer Data, transcripts, or session recordings to train any AI or machine-learning model, whether its own or any third party's. Thinkhpy Inc's subprocessors are contractually prohibited from using Customer Data to train their models. Audio recordings are not retained after processing; only a diarized summary of each session is stored, and any transcripts are stored in encrypted form and are not post-processed or reused for any secondary purpose.
365-day retention of stored Customer Data applies as set forth in Section 5.7.
5.7 Data Export and Deletion
During the term, Customer may export Customer Data via the Services' then-current export features. Upon termination or expiration, Thinkhpy Inc will return or destroy PHI in accordance with the BAA. Other Customer Data will be retained for up to 365 days following termination to permit export and account recovery, after which it will be deleted, except as required by the BAA, applicable law, or a legal hold.
Customer Responsibilities
You agree to:
Obtain all required consents, authorizations, and acknowledgments from your Clients for the collection, use, recording, transcription, storage, and disclosure of their information via the Services, including informed consent for AI-assisted documentation where applicable;
Provide Clients with HIPAA Notices of Privacy Practices and any state-specific disclosures required by law or professional ethics rules;
Inform Clients before recording any session, consistent with applicable two-party or all-party consent laws;
Use the Services only for lawful purposes and in compliance with professional, ethical, and licensure standards applicable to your practice;
Not submit PHI to the Services before a BAA is in place;
Not share account credentials with any person who is not an Authorized User;
Not use the Services to provide care to Clients located in jurisdictions where you are not licensed to practice;
Maintain appropriate clinical records, safety and crisis protocols, and professional supervision independent of the Services;
Keep your account information, licensure information, and contact details current.
Customer Responsibilities
You agree to:
Obtain all required consents, authorizations, and acknowledgments from your Clients for the collection, use, recording, transcription, storage, and disclosure of their information via the Services, including informed consent for AI-assisted documentation where applicable;
Provide Clients with HIPAA Notices of Privacy Practices and any state-specific disclosures required by law or professional ethics rules;
Inform Clients before recording any session, consistent with applicable two-party or all-party consent laws;
Use the Services only for lawful purposes and in compliance with professional, ethical, and licensure standards applicable to your practice;
Not submit PHI to the Services before a BAA is in place;
Not share account credentials with any person who is not an Authorized User;
Not use the Services to provide care to Clients located in jurisdictions where you are not licensed to practice;
Maintain appropriate clinical records, safety and crisis protocols, and professional supervision independent of the Services;
Keep your account information, licensure information, and contact details current.
Acceptable Use
You will not, and will not permit any Authorized User or Client to:
Reverse engineer, decompile, disassemble, or attempt to derive source code of the Services, except to the extent expressly permitted by law;
Use the Services to build, train, or benchmark a competing product or AI model;
Use the Services to transmit malware, spam, harassing content, or unlawful material;
Circumvent, disable, or interfere with security, authentication, or rate-limiting features;
Scrape, data-mine, or systematically extract data from the Services other than through approved APIs;
Resell, sub license, or provide the Services to third parties outside the scope of Customer's practice;
Use the Services in a manner that violates HIPAA, state privacy laws, consumer protection laws, or applicable professional regulations;
Upload content that infringes intellectual property rights or violates privacy rights;
Submit information about individuals who have not provided legally valid consent to participate in the Services.
Violations may result in suspension or termination with or without notice.
Acceptable Use
You will not, and will not permit any Authorized User or Client to:
Reverse engineer, decompile, disassemble, or attempt to derive source code of the Services, except to the extent expressly permitted by law;
Use the Services to build, train, or benchmark a competing product or AI model;
Use the Services to transmit malware, spam, harassing content, or unlawful material;
Circumvent, disable, or interfere with security, authentication, or rate-limiting features;
Scrape, data-mine, or systematically extract data from the Services other than through approved APIs;
Resell, sub license, or provide the Services to third parties outside the scope of Customer's practice;
Use the Services in a manner that violates HIPAA, state privacy laws, consumer protection laws, or applicable professional regulations;
Upload content that infringes intellectual property rights or violates privacy rights;
Submit information about individuals who have not provided legally valid consent to participate in the Services.
Violations may result in suspension or termination with or without notice.
Fees and Payment
Fees for the Services are set forth in the applicable order form, online checkout, or pricing page and are payable in advance.
Except where prohibited by law, fees are non-refundable.
Customer is responsible for all taxes other than those on Thinkhpy Inc's net income.
Late payments may result in suspension of Services after 10 days' notice. Reinstatement may require payment of outstanding fees.
Thinkhpy Inc may adjust fees effective at renewal with at least 30 days' prior notice. Annual fee increases at renewal will not exceed twenty percent (20%) of the then-current fees.
Fees and Payment
Fees for the Services are set forth in the applicable order form, online checkout, or pricing page and are payable in advance.
Except where prohibited by law, fees are non-refundable.
Customer is responsible for all taxes other than those on Thinkhpy Inc's net income.
Late payments may result in suspension of Services after 10 days' notice. Reinstatement may require payment of outstanding fees.
Thinkhpy Inc may adjust fees effective at renewal with at least 30 days' prior notice. Annual fee increases at renewal will not exceed twenty percent (20%) of the then-current fees.
Intellectual Property
Thinkhpy Inc retains all right, title, and interest in and to the Services, including all software, AI models, algorithms, documentation, trademarks, and related IP. No rights are granted to you except those expressly stated in these Terms. Customer retains all right, title, and interest in Customer Data. Any feedback, suggestions, or ideas provided by Customer may be used by Thinkhpy Inc without restriction or compensation.
Intellectual Property
Thinkhpy Inc retains all right, title, and interest in and to the Services, including all software, AI models, algorithms, documentation, trademarks, and related IP. No rights are granted to you except those expressly stated in these Terms. Customer retains all right, title, and interest in Customer Data. Any feedback, suggestions, or ideas provided by Customer may be used by Thinkhpy Inc without restriction or compensation.
Privacy
Our collection, use, and disclosure of personal information are described in our Privacy Policy at https://thinkhpy.com/privacy, which is incorporated into these Terms by reference. The BAA governs PHI. To the extent of any conflict regarding PHI, the BAA controls.
Privacy
Our collection, use, and disclosure of personal information are described in our Privacy Policy at https://thinkhpy.com/privacy, which is incorporated into these Terms by reference. The BAA governs PHI. To the extent of any conflict regarding PHI, the BAA controls.
Confidentiality
Each party ("Receiving Party") will protect the other party's ("Disclosing Party") Confidential Information using at least the degree of care it uses to protect its own (and no less than reasonable care), will use it only to perform under these Terms, and will not disclose it except to personnel and advisors bound by confidentiality obligations. Confidential Information does not include information that is:
publicly available through no breach of these Terms;
rightfully received from a third party without restriction;
independently developed without reference to the Disclosing Party's Confidential Information; or
required to be disclosed by law, provided the Receiving Party gives prompt notice where permitted.
PHI is governed by the BAA, not this Section.
Confidentiality
Each party ("Receiving Party") will protect the other party's ("Disclosing Party") Confidential Information using at least the degree of care it uses to protect its own (and no less than reasonable care), will use it only to perform under these Terms, and will not disclose it except to personnel and advisors bound by confidentiality obligations. Confidential Information does not include information that is:
publicly available through no breach of these Terms;
rightfully received from a third party without restriction;
independently developed without reference to the Disclosing Party's Confidential Information; or
required to be disclosed by law, provided the Receiving Party gives prompt notice where permitted.
PHI is governed by the BAA, not this Section.
Third-Party Services
The Services may integrate with or link to third-party services (e.g., calendar, payment, EHR integrations). Your use of such services is governed by the applicable third party's terms. Thinkhpy Inc is not responsible for, and disclaims liability for, third-party services.
Third-Party Services
The Services may integrate with or link to third-party services (e.g., calendar, payment, EHR integrations). Your use of such services is governed by the applicable third party's terms. Thinkhpy Inc is not responsible for, and disclaims liability for, third-party services.
Warranties and Disclaimers
13.1 Mutual
Each party represents that it has the authority to enter into these Terms and that doing so will not conflict with any other agreement.
13.2 Service Warranty
Thinkhpy Inc will provide the Services in a professional and workmanlike manner consistent with industry standards. Customer's exclusive remedy for breach of this warranty is re-performance of the affected Services; if Thinkhpy Inc cannot re-perform within a reasonable time, Customer may terminate and receive a pro-rata refund of prepaid, unused fees.
13.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, THINKHPY INC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. THINKHPY INC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY CLINICAL PURPOSE.
Warranties and Disclaimers
13.1 Mutual
Each party represents that it has the authority to enter into these Terms and that doing so will not conflict with any other agreement.
13.2 Service Warranty
Thinkhpy Inc will provide the Services in a professional and workmanlike manner consistent with industry standards. Customer's exclusive remedy for breach of this warranty is re-performance of the affected Services; if Thinkhpy Inc cannot re-perform within a reasonable time, Customer may terminate and receive a pro-rata refund of prepaid, unused fees.
13.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, THINKHPY INC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. THINKHPY INC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY CLINICAL PURPOSE.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
No Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO THINKHPY INC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exceptions. The limitations above do not apply to: (i) breaches of the BAA; (ii) breaches of confidentiality obligations; (iii) indemnification obligations; (iv) Customer's payment obligations; (v) a party's willful misconduct or gross negligence; (vi) matters that cannot be limited under applicable law.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
No Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO THINKHPY INC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exceptions. The limitations above do not apply to: (i) breaches of the BAA; (ii) breaches of confidentiality obligations; (iii) indemnification obligations; (iv) Customer's payment obligations; (v) a party's willful misconduct or gross negligence; (vi) matters that cannot be limited under applicable law.
Indemnification
15.1 By Customer
Customer will defend, indemnify, and hold harmless Thinkhpy Inc from and against third-party claims, damages, and costs (including reasonable attorneys' fees) arising from:
Customer's breach of these Terms or the BAA;
Customer's failure to obtain required Client consents or authorizations;
Customer's use of the Services to provide care outside the scope of its licensure;
Customer Data that violates law or third-party rights;
Customer's clinical decisions or professional conduct.
15.2 By Thinkhpy Inc
The Company will defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the Services, as provided by Thinkhpy Inc and used in accordance with these Terms, infringe a third party's intellectual property rights. This obligation does not apply to claims arising from (a) Customer Data, (b) modifications not made by the Company, (c) use of the Services in combination with non-Company products where the combination causes the infringement, or (d) use after Thinkhpy Inc has notified Customer to discontinue use.
15.3 Procedure
The indemnified party must promptly notify the indemnifying party of the claim, grant sole control of defense and settlement, and provide reasonable cooperation. Failure to provide prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.
Indemnification
15.1 By Customer
Customer will defend, indemnify, and hold harmless Thinkhpy Inc from and against third-party claims, damages, and costs (including reasonable attorneys' fees) arising from:
Customer's breach of these Terms or the BAA;
Customer's failure to obtain required Client consents or authorizations;
Customer's use of the Services to provide care outside the scope of its licensure;
Customer Data that violates law or third-party rights;
Customer's clinical decisions or professional conduct.
15.2 By Thinkhpy Inc
The Company will defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the Services, as provided by Thinkhpy Inc and used in accordance with these Terms, infringe a third party's intellectual property rights. This obligation does not apply to claims arising from (a) Customer Data, (b) modifications not made by the Company, (c) use of the Services in combination with non-Company products where the combination causes the infringement, or (d) use after Thinkhpy Inc has notified Customer to discontinue use.
15.3 Procedure
The indemnified party must promptly notify the indemnifying party of the claim, grant sole control of defense and settlement, and provide reasonable cooperation. Failure to provide prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.
Term and Termination
16.1 Term
These Terms take effect on your first use of the Services and continue until terminated.
16.2 Termination for Convenience
Either party may terminate for convenience on thirty (30) days written notice, subject to any committed subscription term in an order form.
16.3 Termination for Cause
Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately if the breach is incapable of cure. Thinkhpy Inc may suspend or terminate immediately for: (a) non-payment beyond the cure period; (b) violation of Section 7 (Acceptable Use); (c) risk to the security, integrity, or lawful operation of the Services.
16.4 Effect of Termination
Upon termination:
Customer's right to access the Services ends;
Customer will cease use and pay any outstanding fees;
Thinkhpy Inc will handle PHI and Customer Data per Section 5.7 and the BAA;
Sections that by their nature should survive (including Sections 1, 5.1, 5.6, 9, 11, 13.3, 14, 15, 18, 19, 20) survive termination.
Term and Termination
16.1 Term
These Terms take effect on your first use of the Services and continue until terminated.
16.2 Termination for Convenience
Either party may terminate for convenience on thirty (30) days written notice, subject to any committed subscription term in an order form.
16.3 Termination for Cause
Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately if the breach is incapable of cure. Thinkhpy Inc may suspend or terminate immediately for: (a) non-payment beyond the cure period; (b) violation of Section 7 (Acceptable Use); (c) risk to the security, integrity, or lawful operation of the Services.
16.4 Effect of Termination
Upon termination:
Customer's right to access the Services ends;
Customer will cease use and pay any outstanding fees;
Thinkhpy Inc will handle PHI and Customer Data per Section 5.7 and the BAA;
Sections that by their nature should survive (including Sections 1, 5.1, 5.6, 9, 11, 13.3, 14, 15, 18, 19, 20) survive termination.
Changes to These Terms
Thinkhpy Inc may modify these Terms from time to time. For material changes, Thinkhpy Inc will provide at least thirty (30) days' advance notice by email or in-product notification. Your continued use of the Services after the effective date constitutes acceptance. Changes affecting PHI handling will be governed by and amended through the BAA process.
Changes to These Terms
Thinkhpy Inc may modify these Terms from time to time. For material changes, Thinkhpy Inc will provide at least thirty (30) days' advance notice by email or in-product notification. Your continued use of the Services after the effective date constitutes acceptance. Changes affecting PHI handling will be governed by and amended through the BAA process.
Miscellaneous
Entire Agreement. These Terms, together with the BAA, the Privacy Policy, and any order form, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements.
Order of Precedence. In the event of conflict: (1) the BAA (as to PHI), (2) the applicable order form, (3) these Terms, (4) the Privacy Policy.
Severability. If any provision is held unenforceable, the remaining provisions remain in full effect.
Waiver. A party's failure to enforce any right is not a waiver of future enforcement.
Assignment. Customer may not assign these Terms without ThinkDoHappy Inc.'s written consent. ThinkDoHappy Inc. may assign in connection with a merger, acquisition, or sale of assets.
Force Majeure. Neither party is liable for delays or failures due to causes beyond reasonable control (e.g., natural disasters, war, internet outages, government action).
Independent Contractors. The parties are independent contractors. No agency, partnership, or joint venture is created.
Notices. Notices to ThinkDoHappy Inc. must be sent to support@thinkhpy.com with a copy to the mailing address set forth in Section 20. Notices to Customer may be sent to the email associated with Customer's account.
Publicity. Neither party will use the other party's name, logo, or trademarks in external marketing or publicity without prior written consent, except that ThinkDoHappy Inc. may list Customer's name and logo in its customer list, website, and sales materials, subject to Customer's reasonable trademark usage guidelines and revocation at any time by written notice.
SLA and Service Credits. ThinkDoHappy Inc. targets 99.9% monthly uptime for the Services, excluding scheduled maintenance, force majeure events, and downtime caused by Customer or third-party services outside ThinkDoHappy Inc.'s control. Service-credit terms, if any, are set forth in the applicable order form.
Data Processing Addendum. A Data Processing Addendum is available on request and is incorporated by reference to the extent required by applicable data protection law.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except as expressly stated.
Export and Sanctions. Customer represents that it is not located in, and will not use the Services from, any jurisdiction subject to US embargo, and is not on any US restricted-party list.
Miscellaneous
Entire Agreement. These Terms, together with the BAA, the Privacy Policy, and any order form, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements.
Order of Precedence. In the event of conflict: (1) the BAA (as to PHI), (2) the applicable order form, (3) these Terms, (4) the Privacy Policy.
Severability. If any provision is held unenforceable, the remaining provisions remain in full effect.
Waiver. A party's failure to enforce any right is not a waiver of future enforcement.
Assignment. Customer may not assign these Terms without ThinkDoHappy Inc.'s written consent. ThinkDoHappy Inc. may assign in connection with a merger, acquisition, or sale of assets.
Force Majeure. Neither party is liable for delays or failures due to causes beyond reasonable control (e.g., natural disasters, war, internet outages, government action).
Independent Contractors. The parties are independent contractors. No agency, partnership, or joint venture is created.
Notices. Notices to ThinkDoHappy Inc. must be sent to support@thinkhpy.com with a copy to the mailing address set forth in Section 20. Notices to Customer may be sent to the email associated with Customer's account.
Publicity. Neither party will use the other party's name, logo, or trademarks in external marketing or publicity without prior written consent, except that ThinkDoHappy Inc. may list Customer's name and logo in its customer list, website, and sales materials, subject to Customer's reasonable trademark usage guidelines and revocation at any time by written notice.
SLA and Service Credits. ThinkDoHappy Inc. targets 99.9% monthly uptime for the Services, excluding scheduled maintenance, force majeure events, and downtime caused by Customer or third-party services outside ThinkDoHappy Inc.'s control. Service-credit terms, if any, are set forth in the applicable order form.
Data Processing Addendum. A Data Processing Addendum is available on request and is incorporated by reference to the extent required by applicable data protection law.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except as expressly stated.
Export and Sanctions. Customer represents that it is not located in, and will not use the Services from, any jurisdiction subject to US embargo, and is not on any US restricted-party list.
Contact
Questions about these Terms?
General and legal inquiries: support@thinkhpy.com
Privacy questions: see https://thinkhpy.com/privacy
HIPAA / security questions: anurag@thinkhpy.com
ThinkDoHappy Inc. 14756 Via Mantova San Diego, CA 92127 United States
Contact
Questions about these Terms?
General and legal inquiries: support@thinkhpy.com
Privacy questions: see https://thinkhpy.com/privacy
HIPAA / security questions: anurag@thinkhpy.com
ThinkDoHappy Inc. 14756 Via Mantova San Diego, CA 92127 United States
For clarification on any provision of these Terms, contact support@thinkhpy.com.
For clarification on any provision of these Terms, contact support@thinkhpy.com.