EMILE-E Sesh · Legal
Sesh Terms of Service
These Terms of Service (the "Terms") govern access to and use of EMILE-E Sesh: the web app, the native mobile applications for iOS and Android, and related services (collectively, the "Service"). The Service is provided by EMILE-E.tech Corp, a Florida corporation ("EMILE-E," "we," "us"). By creating a workspace, signing an order form, or using the Service, the practice or organization identified at signup ("Customer," "you") agrees to these Terms.
1. The Service
1.1 What it does. Sesh is team communication built for behavioral-health practices: channels separated into everyday and clinical zones, direct messages, structured consults and coverage handoffs, an on-call escalation workflow with acknowledgment tracking and automatic cascade, required-read notices with signed attestations, supervision-hours logging, and an append-only audit log.
1.2 What it is not. The Service is staff-to-staff practice software. It does not provide medical or mental-health care, diagnosis, or treatment; the Customer and its clinicians are solely responsible for all clinical judgments, care, and outcomes. The Service is not an emergency service and is not a patient-facing crisis line. The escalation feature routes an internal alert between the Customer's own staff; it does not contact emergency services, and it must not be the Customer's only path for urgent situations. Customer must maintain its own emergency procedures, including a phone tree independent of the Service.
2. Accounts and eligibility
2.1 The Service is offered to businesses and professional practices, not to consumers. The person accepting these Terms represents that they are authorized to bind the Customer.
2.2 Membership is invitation-only. Customer's administrators create staff accounts and assign roles; there is no open signup. Customer is responsible for activity under its accounts, for assigning roles appropriately, including which staff may see clinical zones, and for keeping credentials confidential. Customer will promptly notify us of any suspected unauthorized access.
2.3 Clients of the practice are not users of the Service and must not be given access to it.
3. Subscription, fees, and payment
3.1 Pricing. The Service is priced per person per month as published on our pricing page or in an order form. Current published pricing: $10 per person per month. Pilot arrangements, where offered, are as stated in the applicable order form or pilot agreement.
3.2 Billing. Fees are billed in advance, monthly, and are non-refundable except as required by law or expressly stated in these Terms. Subscriptions renew automatically until cancelled. Seat counts may be adjusted for the following billing period.
3.3 Cancellation. Customer may cancel at any time, effective at the end of the current billing period. There are no cancellation penalties or early-termination fees.
3.4 Changes. We may change pricing with at least 30 days' notice, effective at Customer's next renewal.
3.5 Taxes. Fees exclude applicable taxes, which are Customer's responsibility.
4. Customer Data
4.1 Ownership. Customer owns all data submitted to the Service by Customer and its staff, including messages, workflow records, attestations, supervision entries, and directory information ("Customer Data").
4.2 Our license. Customer grants us a non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service, and as permitted by our Privacy Policy and the executed Business Associate Agreement ("BAA").
4.3 Recordkeeping model. Messages "removed from view" are tombstoned, hidden from the conversation, retained in the record. Audit logs are append-only. Spaces the Customer designates for informal decompression may be configured to delete messages automatically after a set number of days; Customer is responsible for configuring retention consistent with its own legal and clinical obligations.
4.4 Export and deletion. Customer may export Customer Data during the subscription term. Following termination, we will make Customer Data available for export for 30 days, after which we may delete it, subject to legal retention obligations and the BAA.
4.5 Aggregated data. We may use de-identified, aggregated usage data to operate and improve the Service. We do not sell Customer Data. We do not use Customer Data, including PHI, to train generalized AI models.
5. HIPAA and zones
5.1 Customer is, or may be, a HIPAA covered entity. In providing the Service we act as a business associate, and the parties will execute a BAA before the Service is used with protected health information ("PHI"). If there is a conflict between these Terms and the executed BAA, the BAA controls with respect to PHI.
5.2 The Service is designed to support HIPAA compliance programs: clinical zones separated from everyday spaces, role-based visibility, tenant isolation, encryption in transit and at rest, content-free notifications, and immutable audit logging. In-app prompts that suggest moving client-related content to a clinical space are workflow aids, not guarantees. Customer remains responsible for its own HIPAA obligations, including workforce training, appropriate role assignment, and staff use of the correct spaces for PHI.
6. Escalations and notifications
6.1 The escalation workflow notifies the Customer's designated on-call staff by push notification and, where a staff member has provided a phone number, by SMS, and cascades to backup staff and clinical leadership when unacknowledged. Customer is responsible for configuring and maintaining its on-call rotation, and for ensuring designated staff keep notifications enabled while on duty.
6.2 Push notifications and SMS are delivered through third-party networks (device platform notification services and telecommunications carriers) whose delivery we do not control. Delivery is not guaranteed and may be delayed or fail. The escalation feature supplements, and never replaces, the Customer's independent emergency procedures.
6.3 Notifications are designed to be content-free. Customer should instruct staff not to place client information in fields that may appear in notifications, such as display names.
7. Attestations and compliance records
Required-read notices, attestations, supervision-hours entries, and audit logs are records generated for the Customer's own compliance and training programs. They are workflow tooling, not legal advice, and do not by themselves establish compliance with any law, regulation, licensing requirement, or accreditation standard.
8. Acceptable use
Customer will not, and will not permit anyone to: (a) misuse, probe, or disrupt the Service or its infrastructure; (b) attempt to access other practices' data; (c) reverse engineer the Service except as permitted by law; (d) use the Service to violate applicable law, including health-privacy and anti-spam laws; (e) give clients or other non-staff access to the Service; or (f) resell the Service except under a separate written agreement.
9. Intellectual property
We own the Service and all related software, designs, and documentation. Customer receives a limited, non-exclusive, non-transferable right to use the Service during the subscription term. Feedback may be used by us without obligation.
10. Third-party services
The Service is built on third-party infrastructure, currently including Google Cloud (hosting, database, authentication, under a BAA with us), an SMS provider for escalation fallback, a push notification delivery provider, and the Apple and Google device notification services. Their availability affects the Service. App-store terms of Apple or Google also apply to the mobile apps. We may change underlying providers provided the Service continues to perform materially as described.
11. Availability and support
We will use commercially reasonable efforts to keep the Service available, excluding maintenance and factors outside our control. Support is provided by email at legal@emile-e.tech.
12. Term, suspension, and termination
12.1 These Terms apply while Customer has an active subscription or otherwise uses the Service.
12.2 We may suspend the Service for non-payment, security risk, legal requirement, or material breach, with notice where practicable, and in a manner that respects Customer's need to access its records.
12.3 Either party may terminate for material breach not cured within 30 days of notice. Sections that by their nature should survive (including Sections 4.4, 5, 9, and 13 through 16) survive termination.
13. Warranty disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY NOTIFICATION, INCLUDING AN ESCALATION ALERT, WILL BE DELIVERED OR DELIVERED TIMELY.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUES; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SERVICE IS LIMITED TO THE FEES PAID BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
15. Indemnification
Customer will defend and indemnify us against third-party claims arising from Customer Data, Customer's provision of care, Customer's use of the Service in violation of these Terms or law, or Customer's relationship with its clients. We will defend and indemnify Customer against third-party claims that the Service, as provided by us, infringes U.S. intellectual property rights, with customary exclusions and remedies.
16. General
16.1 These Terms are governed by Florida law. Exclusive venue is the state and federal courts located in Pasco County, Florida, and the parties consent to their jurisdiction.
16.2 We may update these Terms with at least 30 days' notice for material changes (by email or in-app notice). Continued use after the effective date constitutes acceptance.
16.3 These Terms plus any order form, the Privacy Policy, and the executed BAA are the entire agreement. Neither party may assign except to a successor in interest. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver. Notices to us: legal@emile-e.tech; to Customer: the account email.