1. Agreement to Terms

Thoughtful (“Thoughtful,” “we,” or “us”) is a product of Spring Care, Inc. that operates under its own product-specific Terms of Service listed in this document (“Terms”). By accessing or using the Thoughtful app, website, or related services (the “Service”), you agree to the Terms in their entirety. The Service is provided by Spring Care, Inc., located at 60 Madison Avenue, New York, NY 10010. The Service is offered only to individuals physically located within the United States. If you are outside the United States, you are not authorized to use Thoughtful. 

Make sure to read these Terms carefully before using the Service. If you tap or click “I agree,” “I accept,” or any similar button or box related to these Terms, if you access or use the Service, or if you navigate to our website, you’re agreeing to follow these Terms. We may change these Terms at any time and for any reason. When we do, the changes will apply from that point onward. We may let you know about these changes using reasonable methods, like publishing the updated Terms on our website, but we are not necessarily required to do so, depending on the changes we are making. Because of this, it’s important to review these Terms from time to time. When you continue using the Service after we make a change to these Terms, it means you accept the updated Terms. The “Effective Date” at the top of these Terms shows the date that it was last changed. 

REMINDER: THOUGHTFUL IS NOT A HEALTHCARE PROVIDER, MEDICAL DEVICE, OR SUBSTITUTE FOR PROFESSIONAL ADVICE. IF YOU NEED HELP, CONTACT A LICENSED PROFESSIONAL OR EMERGENCY SERVICES.

THESE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

AI FEATURE DISCLAIMER - PLEASE REVIEW IN ITS ENTIRETY: THE AI FEATURES DO NOT DIAGNOSE CONDITIONS AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, THERAPY, OR MEDICAL CARE. THE AI FEATURES ARE NOT INTENDED TO DIAGNOSE, DETECT, TREAT, CURE, OR PREVENT ANY PSYCHOLOGICAL, WELLBEING, MENTAL OR OTHER MEDICAL DISORDER OR ILLNESS.

PLEASE NOTE THAT WHILE THOUGHTFUL MAY MONITOR INFORMATION ENTERED INTO OR GENERATED BY THE AI FEATURES, THOUGHTFUL WILL NOT ACTIVELY MONITOR ALL SUCH INFORMATION AND DOES NOT REPRESENT THAT THOUGHTFUL OR THE AI FEATURES WILL DETECT ANY SPECIFIC PSYCHOLOGICAL, MENTAL OR OTHER MEDICAL DISORDER OR ILLNESS OR ANY SPECIFIC WELLBEING ISSUES OR THAT WE WILL TAKE ANY SPECIFIC ACTION IF ANY SUCH MATTERS ARE DETECTED.

IF YOU ARE THINKING ABOUT SUICIDE OR 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 NOTIFY YOUR LOCAL EMERGENCY SERVICES (CALL 9-1-1) AND RELEVANT AUTHORITIES.

THE AI FEATURES ARE NOT DESIGNED FOR USE IN ANY OF THESE CASES AND THE AI FEATURES CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THESE CASES. THESE FEATURES ARE NOT INTENDED FOR EMERGENCY USE OR HIGH-RISK SITUATIONS. YOU SHOULD SEEK IMMEDIATE HELP FROM A PROFESSIONAL OR CALL 911 IF YOU ARE IN CRISIS. DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE AI FEATURES.

2. Service Overview

Thoughtful is an AI-powered conversational platform intended for mental health and wellness support, including self-reflection and general emotional wellbeing.

Limitations:

• Thoughtful does not provide therapy, counseling, medical advice, or treatment.

• Thoughtful is not a medical device or regulated clinical tool.

• The Service may generate AI-generated responses that are inaccurate, misleading, or unsuitable. You are responsible for how you interpret or use them.

If you are in crisis, please contact a licensed professional or emergency services immediately.

Clinical Services Referral

The Service may offer you the opportunity to connect with licensed mental health care providers for clinical services, including therapy and counseling (“Providers”). These clinical services are provided by Providers who are employed by or contracted with professional entities affiliated with Spring Care, Inc., including SH Medical Care of Kansas, P.A. (on behalf of itself and as agent for SH Medical Care of New Jersey, P.C.; SH Medical Care of California, P.C.; SH Medical Care of Michigan, P.C.; SH Medical Care of Florida, P.A.; and Spring Care of Delaware, Inc.) (collectively, the “Medical Group”).

Thoughtful is a wellness platform and Spring Care, Inc. is not a licensed health care provider, medical practice, or health care facility. We do not practice medicine, provide medical advice, diagnose or treat any medical or mental health condition, or prescribe any medication. Spring Care, Inc. does not employ, supervise, direct, or control the clinical judgment of the Providers who offer clinical services through the Medical Group. Providers are solely responsible for the care they provide and the professional judgments they make. Nothing in these Terms shall be construed as creating any employment, agency, partnership, or joint venture relationship between Spring Care, Inc. and any Provider, except to the extent such Providers are employed by or contracted with the Medical Group. Spring Care, Inc. is not engaged in the corporate practice of medicine or psychology. We do not influence, interfere with, or control the independent clinical judgment of any Provider. All clinical decisions are made solely by the Provider in their independent professional capacity.

If you choose to access clinical services, you may be required to accept separate consent to treatment, privacy practices, and other documents maintained by the Provider . Your relationship for clinical services is with the Medical Group and Providers, not with Spring Care, Inc. or Thoughtful, and any disputes regarding the care you receive must be resolved directly with the Medical Group.

To the fullest extent permitted by applicable law, Spring Care, Inc. and Thoughtful disclaim all liability arising from or related to clinical services provided by the Medical Group, including but not limited to: (a) any act, omission, error, negligence, malpractice, or professional misconduct of any Provider; (b) any diagnosis, treatment recommendation, or other clinical decision made by any Provider; and (c) any dispute between you and any Provider or the Medical Group. You acknowledge and agree that your use of clinical services through the Medical Group is entirely at your own risk.

Recording of Clinical Sessions

Clinical sessions conducted through the Service may be recorded by the Provider using video conferencing technology (such as Zoom). You acknowledge and consent to the recording of your clinical sessions. These recordings are not anonymized and may contain your personal and health information. Currently, only the Provider can access recordings of your sessions. However, you understand and agree that access to session recordings may expand in the future to include Spring Care, Inc., the Medical Group, or other authorized parties as the Service evolves. You will be notified of any material changes to recording access. By continuing to use clinical services through the Service, you consent to the recording practices described herein. The Provider may also request your verbal consent at the beginning of each recorded session.

3. Eligibility & Accounts

To use Thoughtful, you must be of legal age to agree to these Terms. You must:

• Be at least 18 years of age.

• Be physically located within the United States.

• Be legally able to enter into a binding contract.

You are responsible for keeping your account information accurate and your password secure. You are responsible for all activities connected to your account credentials, whether you or someone else is using them. If someone uses your credentials without permission or if there is a security breach, notify us immediately. Do not allow others to use your credentials to access the Service. If we believe your credentials may not be secure, we may cancel them without notice.

4. Responsible Use of Thoughtful

License to Use the Service. As long as you follow the rules in these Terms, we grant you a limited, non-transferable, non-exclusive license to access and use the Service for your own personal use, for as long as we allow access. Personal use means that you cannot resell access to the Service, and you are not allowed to use the Service for any business or commercial purpose without our prior written consent. We may revoke this license at any time and for any reason, or for no reason. A limited license means that we are allowing you to use the Service based on the terms in these Terms. You do not own the Service. We own all of the rights and control over the Service, including any changes or updates.

Usage Rules and Restrictions. You agree that the Service belongs to us and our licensors and suppliers. When you use the Service you are not allowed to:

• Send automated or recorded requests to the Service, unless we specifically approve it;

• Access the Service using anything other than the version or versions that we release to the public;

• Copy, modify, distribute, or sell the Service, or create derivative works based on the Service, unless we specifically approve it in writing;

• Attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive, reconstruct, identify, or discover the source code of the Service;

• Remove any marks that show that the Service belongs to us;

• Use the Service to compare it to products or services available from other companies for competitive purposes;

• Take actions that would cause any part of the Service to be made public in any way outside of how we have approved;

• Use the Service to transmit harmful computer code, such as viruses, worms, Trojan horses, spyware, or any other code, file, or program that is potentially harmful or invasive, or intended to damage or hijack the operation of computer hardware, software, or equipment;

• Use the Service to gather information about other users;

• Use any mechanism to scrape or extract the content of the Service in a systematic way;

• Use the Service for unlawful, harmful, or fraudulent purposes;

• Disrupt how the Service functions or use it in a way that interferes with other users’ use, for example by hacking or defacing any portion of the Service, or by engaging in spamming, flooding, or other disruptive activities;

• Share content that is harmful, offensive, or unlawful, including content that is threatening, harassing, false, explicit, discriminatory, or illegal, or that encourages illegal actions;

• Share protected health information (PHI) or other sensitive or regulated medical data, except as specifically permitted through clinical services offered via the Medical Group; or

• Reverse-engineer, tamper with, or otherwise misuse the Service’s technology.

You agree to follow the law when you use the Service. We may stop or pause your access to the Service without notice if we believe your actions violate these Terms, break the law, or harm our interests or the interests of other users, partners, or affiliates, the Medical Group or Providers.

When you share information using the Service, you must ensure it is accurate and up-to-date. You are responsible for keeping this information correct. If you provide information that is false, inaccurate, or incomplete, or if we suspect it is, we may suspend or close your account without notice. You understand that we may delete your account and all its information, and stop your access to the Service. We will not be held responsible to you or anyone else if this happens.

5. Privacy and Health Information

Both Federal and State laws govern the confidentiality of personal information, including personal health information. We are dedicated to keeping your personal information confidential. More information about how we collect, store, process, use, and share your personal information is described in our Privacy Policy.

You acknowledge that if you access clinical services through the Medical Group, the Health Insurance Portability and Accountability Act (“HIPAA”) may apply to your protected health information. In such cases, the Medical Group is the covered entity responsible for compliance with HIPAA, and Spring Care, Inc. may process protected health information as a Business Associate of the Medical Group. Information you share directly with Thoughtful outside of clinical services may not be protected under HIPAA and may instead be governed by applicable state consumer data privacy laws. Please review our Privacy Policy and, if you access clinical services, the Medical Group’s Notice of Privacy Practices for more information about how your information is collected, used, and protected.

6. Inputs, Outputs & Data Usage

You are responsible for any content you submit to the Service (“Inputs”).

By submitting Inputs, you grant Thoughtful a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, create derivative works from, distribute, process, analyze, and store your Inputs and the corresponding AI-generated responses (“Outputs”) for purposes of providing, operating, maintaining, and improving the Service, including training AI models and conducting research. This license continues even if you stop using the Service, but only to the extent necessary for us to continue providing and improving the Service.

Our use of Inputs and Outputs is also subject to your rights under applicable privacy laws, as described in our Privacy Policy, including rights to access, deletion, correction, and opting out of sale/sharing.

We may create aggregated or deidentified data from Inputs and Outputs for analytics, research, and product development.

Use of Sensitive Personal Information (SPI) is subject to your separate consent, as described in our Privacy Policy. We will not use SPI for model training without your express opt-in consent.

7. Disclaimer on AI Content

Thoughtful uses artificial intelligence, which may include technology powered by machine learning algorithms, large language model processing, or other artificial intelligence technologies to generate responses. Because AI is not perfect:

• Responses may be inaccurate or fabricated (“hallucinations”).

• You should not rely on Outputs as factual, medical, or professional advice.

• Some features may be released in “beta” and could change, fail, or be discontinued without notice.

• Outputs may vary as AI models evolve.

• Although Outputs may appear empathetic, AI models do not possess consciousness, emotions, or beliefs and rely on pattern recognition to generate responses.

Model knowledge may be limited to the period when training data was collected and current events may not be accurately reflected.

YOU UNDERSTAND THAT AI TECHNOLOGY IS CONSTANTLY EVOLVING AND MAY HAVE LIMITATIONS, INCLUDING THOSE DESCRIBED ABOVE. YOU SHOULD NOT RELY SOLELY ON AI-GENERATED CONTENT OR RECOMMENDATIONS FOR ANY HEALTH OR MENTAL HEALTH DECISIONS. ALWAYS USE YOUR OWN JUDGMENT AND CONSULT WITH QUALIFIED PROFESSIONALS BEFORE MAKING DECISIONS THAT COULD AFFECT YOUR HEALTH OR SAFETY. WE DO NOT GUARANTEE THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY AI-GENERATED CONTENT OR RECOMMENDATIONS.

8. Third-Party Services

Thoughtful may link to or rely on third-party sites, services, products, information, content, materials, or other resources (“Third-Party Resources”). Third-Party Resources are provided for your convenience and reference only. We do not control Third-Party Resources and are not responsible for them or any content they provide. We do not guarantee or endorse Third-Party Resources, their security, or the accuracy, relevance, timeliness, completeness, or suitability of their information. We may terminate these links or access at any time. Providing these links or access does not mean we endorse or sponsor Third-Party Resources. You waive any claim against us related to Third-Party Resources. When you use Third-Party Resources, you are subject to their terms, conditions, and policies. We are not responsible for your privacy or security when you access Third-Party Resources, even if you accessed them through the Service.

9. Security

The Service is configured to be secure from unauthorized access, but we do not guarantee absolute security and cannot be held responsible for breaches of security, including: (a) interception of electronic communications; (b) unauthorized disclosure resulting from a user not logging out of an active session; (c) unauthorized disclosure resulting from a lost or stolen user ID and password; (d) unauthorized disclosure resulting from information printed by the user from the Service; (e) unauthorized disclosure resulting from personal computer settings or installed software products that may compromise information security; or (f) similar events outside of our substantial control.

10. Intellectual Property

Content, Copyrights, and Trademarks. The Service, its related documents, and the text, graphics, images, audio and video clips, logos, designs, words or phrases provided by us through the Service (collectively, “Content”) are protected by copyright and other intellectual property laws. Content is owned by us and our licensors and suppliers. You may not remove or change any copyright or trademark notices displayed on any Content. Our copyrights and trademarks may not be used with products or services that are not ours, or in a way that could cause confusion or violate our rights.

Output Usage. You may use Outputs for your personal, non-commercial purposes only. You may not commercialize or redistribute Outputs without our prior written permission.

Communications and Feedback. When you send us emails, text messages, or any other electronic messages, you agree to receive responses from us electronically, including through the Service. This means that any agreements, notices, disclosures, or other communications we send you electronically meet the legal requirement for written communications. Any suggestions, feedback, and information you provide to us about the Service (collectively, “Feedback”) and any improvements, updates, or modifications that we make to the Service in response to your Feedback (collectively, “Revisions”), belong to us. Even if you give us Feedback, it does not give you any rights to the Service or Revisions that we create from your Feedback. You agree to waive any rights you might have in the Feedback and Revisions, including intellectual property rights.

11. Limitation of Liability

To the fullest extent permitted by law:

The Service is provided “AS IS” and “AS AVAILABLE.” We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. There are no guarantees or warranties about the availability, completeness, accuracy, reliability, validity, or timeliness of any resources provided through the Service. Some jurisdictions do not allow the exclusion of implied warranties; in that case, some or all of the above exclusions may not apply to you.

You agree that in no event will Thoughtful, Spring Care, Inc., their affiliates, officers, directors, employees, agents, and contractors be liable for damages of any kind, including indirect, special, exemplary, incidental, consequential, or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption, personal injury, or any other damages or losses, arising out of or related to your use or inability to use the Service), however caused and under any theory of liability, whether under these Terms or otherwise arising in any way in connection with the Service and whether in contract, strict liability, or tort (including negligence or otherwise), even if we have been advised of the possibility of such damage.

Total liability: Some jurisdictions do not allow the exclusion or limitation of damages, so the above exclusion or limitation may not apply to you. In that event, in no event will Thoughtful’s aggregate liability to you for all claims exceed one hundred U.S. dollars ($100). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Exceptions: This limitation does not apply to damages resulting from Thoughtful’s gross negligence, willful misconduct, or fraud, to the extent such exclusion is prohibited by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Thoughtful, Spring Care, Inc., their affiliates, officers, directors, employees, agents, licensors, successors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Service;

• Your Inputs or Outputs;

• Your violation of these Terms or applicable law; or

• Your violation of any rights of another person or entity.

13. Termination

We may suspend or terminate your account if you:

• Violate these Terms,

• Use the Service in harmful or unlawful ways, or

• Are located outside the United States.

Upon termination, you may lose access to your Inputs and Outputs. Termination does not affect your rights under our Privacy Policy to request deletion or access to your personal information. You may request deletion of your account and associated personal data at any time by contacting us at careteam@thoughtful.com or through the account settings in the Service, if available. Upon receiving your request, we will delete or anonymize your personal data within a reasonable time, except to the extent we are required to retain certain information by law, for legitimate business purposes, or to complete any pending transactions. Some information may persist in backup copies for a reasonable period of time. Deletion of your account will result in the loss of access to your account and any associated data.

14. Governing Law, Disputes & Class Action Waiver

These Terms are governed by the laws of the State of Delaware and the United States, excluding their conflicts of law rules.

Arbitration Agreement. Under these Terms, you agree that any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Service, or relating in any way to the communications between you and us will be finally resolved by confidential binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in New York, New York, or another forum mutually agreed upon by you and us. The arbitration will be conducted according to the JAMS Expedited Procedures for arbitration by a single arbitrator nominated jointly by you and us. If JAMS is not hearing consumer commercial disputes at the time, we may select another arbitral body at our sole discretion. The arbitrator’s award will be binding and may be entered as a judgment in a court of competent jurisdiction. This clause shall not preclude us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or to seek injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, or patents. This arbitration agreement does not (a) govern any claim by us for infringement of our intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

Informal Process First. You agree that in the event of any dispute between you and us, you will first contact us and make a good faith effort to resolve the dispute before resorting to more formal means of resolution, including any court action.

Opt-Out Procedure. You may opt out of the arbitration agreement by sending written notice of your decision to opt out to: Spring Care, Inc., 60 Madison Avenue, New York, NY 10010, or by email to careteam@thoughtful.com, within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out of the arbitration agreement, all other provisions of these Terms will continue to apply to you. Opting out of the arbitration agreement will not affect any other aspect of your relationship with us or any dispute resolution provisions that may apply.

Class Action Waiver. Any claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties waive any ability to maintain any Class Action in any forum. If the claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration. If this Class Action Waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and us each waive any right to a jury trial. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a Class Action. This arbitration provision will survive any termination of these Terms.

15. Changes to Terms

Material changes to these Terms will be posted in the Service. Continued use after such posting constitutes acceptance of the revised Terms.

16. Notices

You may contact us at careteam@thoughtful.com. We may contact you through the app, website, or email associated with your account.

17. Miscellaneous

Assignment: You may not assign these Terms without our consent.

Severability: Except as expressly set forth in Section 14 as it relates to the invalidity of the Class Action Waiver, if part of these Terms is invalid, the rest remains enforceable.

No Waiver: Failure to enforce a provision does not waive our rights.

Survival: Provisions relating to intellectual property, liability, and indemnification survive termination.

No Third-Party Beneficiaries: These Terms are only between you and Thoughtful.

Entire Agreement: These Terms, along with our Privacy Policy, constitute the entire agreement between you and Thoughtful and supersede all prior understandings.

Force Majeure: Thoughtful and Spring Care, Inc. are not liable for any delay or failure in performance resulting from causes outside their reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, transportation disruptions, fuel or energy shortages, or failures of telecommunications or internet infrastructure.

California Consumer Notice: Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.