Terms of Service
About This Agreement
These Terms of Service ("Terms" or "Agreement") govern your use of Nesso's clinical documentation platform ("Platform"), our marketing website at nessoapp.com ("Marketing Website"), and any related services (collectively, the "Services"). By creating an account or using our Services, you agree to be bound by these Terms.
This Agreement is entered into by and between Nesso Labs, Inc. ("Nesso," "we," "us," or "our"), and you, the individual or entity using the Services ("Customer," "you," or "your").
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 15 THAT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ CAREFULLY.
Questions? Contact us at hello@nessoapp.com
1. Definitions
"Platform" means Nesso's clinical documentation platform, including automated AI-powered note generation, clinical documentation templates, client list, and related clinical documentation features.
"Marketing Website" means the Nesso website located at nessoapp.com.
"Services" means the Platform, Marketing Website, and any related services provided by Nesso, collectively.
"Account" means your registered account for accessing and using the Platform.
"Customer Data" means all electronic data, information, and materials provided by you or generated through your use of the Services, including session recordings, clinical notes, and patient information.
"Subscription" means your selected pricing plan for accessing the Services.
"PHI" or "Protected Health Information" has the meaning set forth in HIPAA and its implementing regulations.
"BAA" or "Business Associate Agreement" means the separate HIPAA Business Associate Agreement between you and Nesso, which governs our handling of PHI.
2. Acceptance of Terms
By accessing, registering for, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into this Agreement on behalf of a company, practice, or other legal entity, you represent that you have the authority to bind such entity to these Terms.
If you do not agree to these Terms, you may not access or use the Services.
3. Early Access
The Services are currently available through Nesso's Early Access Program. By participating, you acknowledge that the Services are newly launched and continue to be actively developed. Features, functionality, and performance may change, and the Services may not yet operate as intended in all circumstances. Nesso makes no guarantees regarding uptime, availability, or uninterrupted access during the Early Access period.
4. Eligibility and Account Registration
4.1 Eligibility Requirements
To use the Services, you must be at least 18 years old, be appropriately qualified and authorized under applicable law to provide the professional services for which you use the Platform, have the legal capacity to enter into this Agreement, and comply with all applicable laws, regulations, and professional standards.
The Services are intended for use by licensed mental health professionals. While you may use the Services in connection with providing care to patients of any age (including minors), you are solely responsible for obtaining all necessary consents, including parental or guardian consent when treating minors.
The Services are not directed at children under 13, and we do not knowingly collect personal information directly from children under 13. If you provide services to patients under 13, you represent that you have obtained all necessary parental or guardian consents as required by COPPA and other applicable laws.
4.2 Account Registration
To access the Platform, you must create an account by providing accurate and complete information. You agree to maintain and promptly update your account information, keep your login credentials secure and confidential, not share your login credentials with any other person, and notify us immediately of any unauthorized access or security breach. Credential sharing may result in immediate suspension or termination of your account.
4.3 Account Structure
Each account is for use by a single mental health professional. Accounts are personal, non-transferable, and intended for individual professional use.
5. Services Description
5.1 Platform Description
Nesso provides a clinical documentation platform designed specifically for mental health professionals. The Platform uses artificial intelligence to process session information and generate documentation that supports your clinical practice. The Platform also provides clinical documentation templates. The Platform is designed to work independently of your existing telehealth platform or EHR system.
We may introduce additional features or services from time to time. Unless accompanied by separate or supplemental terms, such features and services are governed by these Terms.
5.2 Clinical Documentation Disclaimer
All documentation produced using the Platform — whether AI-generated, template-based, or otherwise — is provided "AS IS" and does not constitute medical or clinical advice. You are solely responsible for reviewing, editing, and approving all content for accuracy and thoroughness. You must apply your own medical or psychological expertise to all Platform-generated content. All clinical decisions remain your sole responsibility. Documentation tools provided through the Platform are not warranted to assist you in meeting clinical documentation requirements, audits, or professional standards.
5.3 AI System Limitations
You acknowledge and understand that AI-generated content may contain errors, inaccuracies, or hallucinations (confident but incorrect statements). AI outputs are probabilistic and not deterministic. The AI cannot replace human clinical judgment. You must review and verify all AI-generated content before use. We do not guarantee that AI-generated notes accurately reflect your clinical session. You bear sole responsibility for the accuracy and appropriateness of any clinical documentation you use, regardless of whether it was AI-assisted.
Nesso disclaims liability for decisions made in reliance on AI-generated outputs. Never rely solely on AI-generated content for clinical decisions, diagnoses, treatment plans, or any aspect of patient care.
6. Subscription Plans and Fees
6.1 Subscription Plans
Nesso offers various subscription options for accessing the Services. Current pricing and plan details are available at nessoapp.com/pricing and will be shown to you during account registration before you complete your purchase.
6.2 Payment and Auto-Renewal
You must provide a valid payment method to access paid subscriptions. By subscribing, you authorize us to charge your payment method automatically at the beginning of each billing cycle. Your subscription will automatically renew at the end of each billing cycle unless you cancel prior to the renewal date. You will be charged the then-current rate for your selected plan.
6.3 Price Changes
We may change our pricing with advance notice. Price changes will apply to your next billing cycle after the notice period. Your continued use of the Services after a price change constitutes acceptance of the new pricing.
6.4 Refund Policy
To the maximum extent permitted by law, all fees are non-refundable. If you cancel your subscription, you will continue to have access to the Services through the end of your current billing period, but you will not receive a refund for any unused portion.
6.5 Taxes
You are responsible for all applicable taxes associated with your subscription, except for taxes based on Nesso's income.
7. User Obligations and Acceptable Use
7.1 Professional Responsibility
You represent and warrant that you are appropriately licensed and qualified to provide mental health services, in compliance with all applicable laws, regulations, and ethical standards, solely responsible for all clinical decisions and patient care, and responsible for obtaining all necessary patient consents for recording and processing session data.
7.2 Patient Consent
Before using the Services to record or process any patient session, you must obtain explicit informed consent from patients, comply with all applicable consent and privacy laws, and ensure patients understand how their information will be used. You assume all liability for failure to obtain proper patient consent.
7.3 Prohibited Activities
You may not use the Services for any illegal, fraudulent, or unauthorized purpose; upload viruses, malware, or other harmful code; reverse engineer, decompile, or disassemble the Services; modify, copy, or create derivative works of the Services; rent, lease, sell, resell, sublicense, or distribute the Services; circumvent any security measures or access restrictions; use the Services in any way that violates patient privacy or confidentiality; or impersonate any person or entity.
7.4 Geographic Restrictions
The Services are intended for use in the United States. If you access the Services from other locations, you do so at your own risk and are responsible for compliance with local laws.
7.5 Data Backup
While we implement robust security measures, you are solely responsible for maintaining backup copies of your important data. We do not provide data backup services and are not liable for any data loss.
8. Data Ownership and License
8.1 Your Data Ownership
You retain all ownership rights in your Customer Data. Nesso claims no ownership over any original data you upload or generate using the Services.
8.2 License to Nesso
You grant Nesso a non-exclusive, royalty-free, worldwide license (with the right to sublicense to our subcontractors and service providers) to access, use, and reproduce your Customer Data solely to provide the Services to you.
With respect to de-identified and aggregated data created in accordance with HIPAA standards (45 CFR §164.514(a)-(c)), you grant Nesso a non-exclusive, royalty-free, perpetual, worldwide license to use such de-identified data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with our offerings. Once properly de-identified, such data is no longer considered PHI or Customer Data.
8.3 Derivative Data
Nesso owns de-identified, aggregated, and derivative data created from your Customer Data in accordance with HIPAA de-identification standards. These derivatives will be used for lawful business purposes, consistent with our Privacy Policy and BAA, and with respect to patient confidentiality and privacy standards.
Nesso will not sell Customer Data — whether in its original form or as de-identified, aggregated, or derivative data — to any third party. Nesso may share de-identified and aggregated data with partners for research, benchmarking, and service improvement purposes, consistent with our Privacy Policy and applicable law.
Nesso will not use Customer Data — whether in its original, de-identified, or derivative form — to train artificial intelligence models intended to simulate clinical decision-making or act as a therapist.
8.4 Customer Warranty
You represent and warrant that you own all Customer Data or have obtained all necessary permissions and consents to provide it to Nesso and to grant the rights and licenses contained in this Agreement.
9. Intellectual Property Rights
9.1 Nesso IP
The Services, including all software, algorithms, AI models, user interface, design, text, graphics, logos, and other content provided by Nesso, are owned by Nesso or our licensors and protected by copyright, trademark, patent, and other intellectual property laws.
9.2 Limited License to You
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes during the term of your subscription.
9.3 Trademarks
"Nesso," the Nesso logo, and other Nesso trademarks, service marks, and logos are the property of Nesso Labs, Inc. You may not use these marks without our prior written consent.
9.4 Feedback
You may provide suggestions, ideas, or other feedback regarding the Services ("Feedback"). You grant Nesso a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, modify, and incorporate any Feedback without obligation or compensation to you.
10. Privacy, Security, and HIPAA Compliance
10.1 Privacy Policy
Our collection and use of personal information is governed by our Privacy Policy, available at nessoapp.com/privacy, which is incorporated into these Terms by reference.
10.2 Security
We implement administrative, physical, and technical safeguards as required by the HIPAA Security Rule and described in our Privacy Policy to protect your data. No system is completely secure, and we cannot guarantee absolute security.
10.3 HIPAA Compliance and BAA
By creating an account, you agree to our Business Associate Agreement (BAA), available at nessoapp.com/baa. You may not submit PHI through the Services unless a fully executed BAA is in place and the Services are expressly authorized for PHI processing.
The BAA is incorporated into and forms part of these Terms. Any conflict between these Terms and the BAA regarding the handling of PHI will be resolved in favor of the BAA. Nothing in these Terms modifies or expands obligations set forth in the BAA.
11. Disclaimers and Warranties
11.1 "AS IS" and "AS AVAILABLE"
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
11.2 No Guarantee of Results
We do not warrant or guarantee the accuracy, completeness, or quality of AI-generated content, the suitability of the Services for your specific needs, or that any defects or errors will be corrected. You use the Services at your own risk.
11.3 Third-Party Services
The Services may integrate with or rely on third-party services. With respect to third-party subprocessors that handle Protected Health Information on our behalf, Nesso maintains appropriate agreements to ensure the protection of such information as required by applicable law.
For optional third-party integrations that you choose to connect, you are responsible for reviewing and accepting those third parties' terms and privacy practices.
12. Limitation of Liability
12.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NESSO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO NESSO IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 BAA Obligations
The limitations set forth in this Section 12 do not override obligations expressly stated in an executed Business Associate Agreement.
12.4 Jurisdictional Exceptions
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.
13. Indemnification
You agree to indemnify, defend, and hold harmless Nesso, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including attorneys' fees) arising out of or related to your breach of these Terms, your use or misuse of the Services, your violation of any law, regulation, or third-party right, your failure to obtain proper patient consents, or any Customer Data or content you provide.
14. Term and Termination
14.1 Term
These Terms commence when you create an account or first access the Services and continue until terminated by either party.
14.2 Cancellation by You
You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period. You remain responsible for any fees incurred through the cancellation date. We will not charge your payment method for renewal if you cancel before the renewal date.
14.3 Termination by Nesso
We may suspend or terminate your access to the Services immediately and without prior notice for material breach of these Terms, illegal or fraudulent activity, failure to pay fees for 30 or more days, violation of patient privacy or consent requirements, or security threats. We may also terminate your access with or without cause at our sole discretion.
14.4 Data Export and Deletion
It is your sole responsibility (not Nesso's) to export and retain copies of your Customer Data while your account is active to ensure the secure preservation of your data (including PHI) pursuant to federal and state law and applicable professional standards. After account termination, Nesso will delete or destroy your Customer Data in accordance with the BAA and Privacy Policy. Nesso is not a records retention or archival service, and we recommend exporting any data you wish to retain before canceling your subscription.
14.5 Survival
The following sections survive termination: Sections 8 (Data License), 9 (IP Rights), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Arbitration), and 16 (General Provisions).
15. Dispute Resolution and Arbitration
15.1 Governing Law
These Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
15.2 Informal Resolution
Before filing any formal claim, you agree to first contact us at hello@nessoapp.com to attempt to resolve the dispute informally. Both parties will attempt to resolve the dispute informally for at least 30 days.
15.3 Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in a location reasonably convenient to both parties or remotely via videoconference. The arbitrator's decision will be final and binding.
15.4 Class Action Waiver
YOU AND NESSO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims.
15.5 Exceptions to Arbitration
Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information. You may also bring claims in small claims court if your claims qualify.
15.6 Opt-Out
You may opt out of this arbitration agreement by sending written notice to hello@nessoapp.com within 30 days of first accepting these Terms. If you opt out, all other terms will continue to apply.
16. General Provisions
16.1 Entire Agreement
These Terms, together with our Privacy Policy and BAA, constitute the entire agreement between you and Nesso regarding the Services.
16.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
16.3 Waiver
Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
16.4 Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms or our rights and obligations to any third party, including in connection with a merger, acquisition, or sale of assets.
16.5 Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control.
16.6 Notices
Notices to you will be sent to the email address associated with your account. Notices to Nesso should be sent to:
Nesso Labs, Inc.
Address: PO Box 1045, 125 S King Street, Suite 2A, Jackson WY 83001-1045
Email: hello@nessoapp.com
Contact Information
If you have any questions about these Terms, please contact us at:
Nesso Labs, Inc.
Email: hello@nessoapp.com
Website: nessoapp.com
By using the Nesso Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.