Last Updated: 19/05/2024

Introduction

Welcome to Verba!

Verba is owned and operated by Verba Technology Ltd.

These are the terms and conditions for:

• Verba mobile application (Available on Google Play and App Store).

• https://myverba.com

The following terms and conditions apply to your use of the Verba platform and the services available on the platform. This includes mobile and tablet versions, as well as any other version of Verba accessible via desktop, mobile, tablet, social media or other devices.

By using the platform, you agree to these terms and conditions and our privacy policy. In these terms and conditions, the words "platform" refers to the Verba mobile application and the Verba website together, unless referred to individually in the document, "we", "us", "our", and "Verba", refers to Verba Technology Ltd and "you", and "user", refers to you, the Verba user.

PLEASE READ THESE CONDITIONS CAREFULLY BEFORE USING THE SERVICES AND FUNCTIONALITIES AVAILABLE ON THE PLATFORM.

1. Acceptance of terms

By using our platform and services, you agree to be bound by this agreement. If you do not agree to the terms of this agreement, you must not use our platform or services. We may modify this agreement from time to time, and such modification shall be effective upon posting on the platform. You agree to be bound by any modifications to these terms and conditions when you use the platform and services after such modification is posted; therefore, it is important that you review this agreement regularly.

By using the platform and services, you represent and warrant that you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are not subject to any legal incapacity or contractual restriction that would prevent you from entering into this agreement.

Use of the Verba platform is strictly for personal and non-commercial purposes only. Users must use the services offered by Verba solely for their own private use and must not use the platform for any commercial or business activity. This includes a prohibition on selling, distributing or otherwise marketing the services or any information obtained through Verba. Any use of the platform in contravention of this provision will be considered a breach of the terms of service and may result in the suspension or termination of the user's access to the services

2. Notifications

By providing your email address to Verba, you agree that we may use your email address to send you notifications and other messages, such as changes to platform functionality, news and special content. If you do not wish to receive these emails, you may opt-out of receiving them by using the "unsubscribe" option in the emails. Unsubscribing may prevent you from receiving notifications and emails about updates, news or special content related to Verba.

3. Account

When registering on our platform, the user can choose to use their existing Apple or Google accounts as the method of registration and login, allowing for an efficient and secure authentication process. Alternatively, the user can choose to register by completing the registration form available on the platform.

You are responsible for maintaining the confidentiality of your account information, and you are fully responsible for all activities that occur under your account. You agree to immediately notify Verba of any unauthorised use of your password or account or any other breach of security, and to ensure that you log out of your account at the end of each session. You may never use another user's account without Verba's prior authorisation. Verba will not be liable for any loss or damage arising from your failure to comply with this agreement.

Users may cancel their accounts at any time and for any reason through the account settings or by sending us their request through our contact information. Such cancellation will only result in the deletion of the account and the deletion of all personal data provided to Verba. Verba reserves the right to terminate your account or your access immediately, with or without notice, and without any liability to you, if Verba believes that you have violated any of the provisions contained in these terms and conditions.

4. Use of the platform for individuals

Verba provides an AI-powered chat, developed to interact with users on a daily basis. Verba's AI analyses these interactions to write a journal of the day and identify the user's mood and emotions. This functionality aims to help users monitor their emotional well-being and get an overview of their moods over time and to bring them into the session to discuss with their therapist.

The platform also offers an additional option to send a weekly email to the user's designated therapist. This email contains the diaries and the moods and emotions identified by the AI during the week. To activate this function, the user must explicitly provide the email address of their therapist and consent to the sending of this information. The user can activate or deactivate this functionality at any time through their Verba account settings.

Users are responsible for providing accurate and truthful information when interacting with AI and configuring the platform's functionalities. Verba is committed to protecting the privacy and security of user data by implementing appropriate security measures to prevent unauthorised access, disclosure, alteration or destruction of information.

By using the platform, users agree that Verba may process the information collected through the chat in an anonymous and secure manner. Verba will not use this data to train or improve any technology, including AI models, and will ensure that the information does not individualise or identify users.

Verba is intended for use by persons of legal age only. Users must use the platform responsibly and in accordance with applicable laws and regulations. Any misuse of the platform, including but not limited to the distribution of illegal or inappropriate content, will result in the suspension or termination of the user's access to the platform.

5. Use of the platform for therapists

Verba provides an AI-powered chat designed to interact with patients on a daily basis. The AI analyses these interactions to create a diary of the day and identify the patient's mood and emotions. Additionally, the platform has the functionality to send a weekly email to the therapist containing all diaries and identified moods and emotions, in order to optimise therapeutic services.

Therapists can integrate the use of Verba into their own services and license their patients to use the platform. In doing so, the therapist assumes the responsibility to adequately inform their patients about the use of the platform and to obtain their explicit consent to the processing and sending of information via Verba.

The information provided by patients via the platform and sent to therapists is the sole responsibility of the therapist. It is the therapist's obligation to handle such information in accordance with applicable personal data protection regulations, such as the General Data Protection Regulation (GDPR) and the Health Insurance Portability and Accountability Act (HIPAA). Therapists must ensure that they implement appropriate measures to protect the confidentiality and security of their patients' data.

Verba is committed to providing a secure and reliable platform, using technical and organisational measures to protect patient information against unauthorised access, disclosure, alteration and destruction. However, it is the therapist's responsibility to ensure that their patients' data is handled in a compliant manner and that patients are informed of their privacy and data protection rights.

By using Verba, therapists agree that the platform will not be used to train or refine any technology, including AI models. The data collected is used exclusively for the purposes described and is processed anonymously to protect the identity of patients.

The therapist must inform their patients about the option to activate or deactivate the functionality of sending weekly emails, and obtain the patient's explicit consent to activate this functionality. This option can be managed at any time through the patient's account settings on the platform.

6. Subscriptions

Verba offers the following subscription plans:

• Monthly: Individual

• Yearly: Individual

• For therapists and practices (custom)

Individual subscriptions can be purchased through the platform. Subscriptions for therapists can be purchased by contacting Verba in order to customise the subscription according to the needs of each therapist. When a user purchases a subscription, the payment processor will send a confirmation email. This confirmation email will be produced automatically so that the user has confirmation of the payment and the start of the subscription. If the user does not receive the purchase and subscription start confirmation email, it may have been sent to the user's spam folder.

Subscriptions include monthly or annual automatic billing payments according to the type of subscription chosen by the user. You authorise Verba to renew your subscription and to charge you periodically and progressively on each billing date. The subscription billing date is the date on which you purchase the subscription and make your first payment. On the corresponding billing date, you will automatically be charged the corresponding subscription fee. The subscription will remain active until you cancel or unsubscribe. You must cancel your subscription before it renews to avoid the next billing period. We will bill you for the subscription billing fee in the payment method you choose during registration and subscription purchase.

Subscriptions will automatically renew for an additional period unless cancelled before the next billing period. Users may cancel a subscription through the account settings in the billing section or by sending a cancellation request to Verba through our contact information. If a subscription is cancelled, the user may continue to use the subscription until the next billing period.

Verba may change or discontinue the availability of subscriptions at any time at its sole discretion. If a subscription purchase is cancelled by Verba, the payment made for the subscription for the applicable billing period will be refunded. This does not affect your statutory rights.

7. Payments

Users will be able to pay for subscriptions through the following payment methods:

• Credit/debit card (Visa, Mastercard, Discover, Amex, Diners, etc.)

• Google Pay or Apple Pay (depending on the platform)

With the exception of the free subscription, the subscription payment will be charged to your credit or debit card upon completion of the subscription payment and registration process. The subscription will be activated upon completion of the payment and registration process and will be charged on each subscription billing date automatically. Once the transaction is processed, we will send an electronic receipt to the user's email address.

If you find any inconsistencies in your billing, please contact us via our contact details or you can make a complaint via the customer service of the relevant payment processor.

If your card is declined, you will receive an error message. No payment will be charged to your card and no order will be processed. There may be a pending transaction on your account until your card issuing bank withdraws the authorisation. This usually takes 2 to 5 working days. Your card may be declined for a number of reasons, such as insufficient funds, AVS (Address Verification System) mismatch or you have entered an incorrect security code.

If your payment is declined, you will need to provide an alternative payment method or provide another card on which the payment can be charged and processed.

Your payment details will be treated and retained securely and for the sole purpose of processing the purchase of the subscriptions. Verba reserves the right to engage any payment processor available.

8. Limitation of liability

Verba provides a platform designed to create diaries from information provided by users through Artificial Intelligence (AI). The platform is intended solely to facilitate sessions between patients and therapists, allowing for tracking and analysis of moods and emotions over time. Verba is NOT to be used as medical advice, and users should consult their therapist for any specific medical advice. The platform is not designed to handle medical emergencies; in the event of a medical emergency, users should contact emergency services immediately.

Verba strives to ensure the accuracy and reliability of the information processed and provided through the platform. However, Verba is not responsible for any errors or omissions in the content generated by the AI. The information and diaries generated are for monitoring and emotional analysis purposes only and should not be construed as medical diagnoses, therapeutic advice or a replacement for consultation with a health professional.

Users agree that use of the Verba platform is at their own risk. Verba, its affiliates, and its service providers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, use, data or other intangible losses resulting from the use or inability to use the platform, even if Verba has been advised of the possibility of such damages.

Verba does not warrant that the platform will operate without interruption or error, or that it will be free of viruses or other harmful components. Verba shall not be liable for any damage or loss caused by the use of the platform, including, but not limited to, any failure of data transmission, loss of data or any other technical failure.

Therapists using the platform to facilitate their sessions with patients are responsible for the information provided through the platform and must ensure that it is handled in accordance with personal data protection regulations, such as GDPR and HIPAA. Verba shall not be liable for any failure of therapists to comply with these obligations.

Verba reserves the right to modify, suspend or discontinue any aspect of the platform at any time, including the availability of any functionality or content, without notice. Verba shall also not be liable for any modification, suspension or discontinuance of the platform.

9. License to use the platform

Verba grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive license to use the Verba platform and downloadable via Google Play and App Store free of charge, including but not limited to modified versions, updates, upgrades, enhancements, improvements, additions, additions and copies, if any. This license is for the sole purpose of allowing you to use the features available on the platform in the manner permitted by these terms. You may not copy, modify, distribute, sell or lease any part of our platform or the included software, nor may you reverse engineer or attempt to extract the source code of such software, unless such restrictions are prohibited by law, or unless you have our written permission.

The user agrees not to use the platform in a negligent, fraudulent or unlawful manner. It also includes to not undertakes any conduct or action that could damage the image, interests or rights of Verba or third parties.

Verba reserves the right to terminate the user's access immediately, with or without notice, and without liability to the user, if Verba considers that the user has violated any of these terms.

10. Copyright

All material and content on the platform, including but not limited to names, logos, trademarks, images, text, columns, music, graphics, videos, photographs, illustrations, software and other items, are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Verba or our users who have licensed or otherwise provided their material to the platform. You acknowledge and agree that all Materials on Verba are made available for limited, non-commercial, personal use only. Except as specifically provided herein. No material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without Verba prior express written permission. You may not add, delete, distort, or otherwise modify the material. Any unauthorised attempt to modify any material, to defeat or circumvent any security features, or to utilise Verba or any part of the material for any purpose other than its intended purposes is strictly prohibited.

11. Copyright infringement

Verba will respond to all enquiries, complaints and claims relating to alleged infringement by breach or violation of the provisions contained in UK and international copyright and intellectual property laws and regulations. Verba respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any material provided on the website infringes your copyright or other intellectual property rights, please submit your request via our contact information, with the following information:

• Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers or a statement regarding ownership of the work should be included.

• A statement that specifically identifies the location of the infringing material, in sufficient detail so that Verba can find it on the platform.

• Your name, address, telephone number and email address.

• A statement by you that you have a good faith belief that the use of the allegedly infringing material is not authorised by the copyright owner, or its agents, or by law.

• A statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or authorised to act on its behalf.

• An electronic or physical signature of the copyright owner or of the person authorised to act on the copyright owner's behalf.

12. Prohibited activities

The following activities are prohibited:

• Access, monitor, reproduce, distribute, transmit, broadcast, display, sell, license, copy or otherwise exploit any content of the platform, including but not limited to, using any robot, spider, scraper or other automated means or any manual process for any purpose not in accordance with this agreement or without our express written permission.

• Violate the restrictions in any robot exclusion headers on the platform or bypass or circumvent other measures employed to prevent or limit access to the platform.

• Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure.

• Deep-link to any portion of the platform for any purpose without our express written permission.

• "Frame", "mirror" or otherwise incorporate any part of the platform into any other websites or service without our prior written authorisation.

• Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Verba.

• Circumvent, disable or otherwise interfere with security-related features of the platform or features that prevent or restrict use or copying of any content.

13. Disclaimer of warranties

Due to the nature of the Internet, Verba provides and maintains the platform on an "as is", "as available" basis and does not promise that use of the platform will be uninterrupted or error-free. We will not be liable to you if we are unable to provide the platform and the functionality included on the platform for any reason beyond our control.

Except as provided above we can give no other warranties, conditions or other terms, express or implied, statutory or otherwise and all such terms are hereby excluded to the maximum extent permitted by law.

You will be responsible for any breach of these terms by you and if you use the platform in breach of these terms you will be liable to and will reimburse Verba for any loss or damage caused as a result.

Verba shall not be liable for any amount for failure to perform any obligation under this Agreement if such failure is due to the occurrence of any unforeseen event beyond its reasonable control, including, without limitation, Internet outages, communications outages, fire, flood, or any uncontrollable act of nature.

These terms do not affect your statutory rights as a consumer which are available to you.

Subject as aforesaid, to the maximum extent permitted by law, Verba excludes liability for any loss or damage of any kind howsoever arising, including without limitation any direct, indirect or consequential loss whether or not such arises out of any problem you notify to Verba and Verba shall have no liability to pay any money by way of compensation, including without limitation all liability in relation to:

Any incorrect or inaccurate information on the platform.

The infringement by any person of any Intellectual Property Rights of any third party caused by their use of the platform.

Any loss or damage resulting from your use or the inability to use the platform or resulting from unauthorised access to, or alteration of your transmissions or data in circumstances which are beyond our control.

Any loss of profit, wasted expenditure, corruption or destruction of data or any other loss which does not directly result from something we have done wrong.

Any amount or kind of loss or damage due to viruses or other malicious software that may infect a user's computer equipment, software, data or other property caused by persons accessing or using content from the platform or from transmissions via emails or attachments received from Verba.

All representations, warranties, conditions and other terms which but for this notice would have effect.

14. Electronic communications

Verba will not accept any responsibility for failed, partial or garbled computer transmissions, for any breakdown, failure, connection or availability of computer, telephone, network, electronic or Internet hardware or software, for Internet accessibility or availability or traffic congestion or for any unauthorised human acts, including any errors or mistakes.

15. Indemnification

You agree to indemnify, defend and hold harmless the platform, its officers, employees, affiliates and suppliers against any claims, losses, damages, costs and expenses (including reasonable legal fees) resulting from or related to your misuse of the platform or violation of this clause.

16. Changes

We may change the platform and these terms at any time, in our sole discretion and without notice to you. You are responsible for remaining knowledgeable about these terms. Your continued use of the platform constitutes your acceptance of any changes to these terms and any changes will supersede all previous versions of the terms. Unless otherwise specified herein, all changes to these terms apply to all users take effect.

17. Integration clause

This agreement together with the privacy policy and any other legal notices published by Verba, shall constitute the entire agreement between you and Verba concerning and governs your use of the platform.

18. Severability

If any section of these terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Our failure to enforce or delay in enforcing any provision of these terms at any time does not waive our right to enforce the same or any other provision in the future.

19. Force majeure

Verba shall not be liable for any failure to perform due to causes beyond its reasonable control, including, without limitation, acts of civil authorities, acts of military authorities, riots, acts of nature and natural disasters, and other acts that may be due to unforeseen circumstances.

20. Termination

Both the user and Verba acknowledge that failure to comply with these terms and conditions may result in termination of the agreement between both parties.

In case of non-compliance by the user: If the user fails to comply with any of the terms set forth in these terms and conditions, Verba reserves the right to unilaterally terminate the user's access to and use of the platform. Verba may take this action without prior notice, and the User will automatically lose all rights to access and use the platform. Furthermore, Verba shall not be liable for any loss of data or information associated with the user's account.

In case of non-compliance by Verba: If Verba fails to comply with its obligations under the agreed terms and conditions, the User shall be entitled to terminate the agreement and stop using the platform. The user shall notify Verba in writing of the breach and allow a reasonable time for Verba to remedy the situation. If Verba does not remedy the breach within the set period, the user may proceed with the termination of the agreement.

Termination of the agreement shall not release either party from any obligations and liabilities that have arisen prior to the date of termination.

Continued use of the platform after termination of the agreement by either party shall imply acceptance of the conditions set forth in the terms and conditions in effect at that time.

21. Disputes

You acknowledge and agree that any dispute, claim or controversy arising out of or relating to these Terms, whether for breach, termination, performance, interpretation or validity, as well as any aspect of the use of the platform and services, shall preferably be resolved by binding arbitration between you and Verba. However, both parties retain the right to bring individual claims in a court of competent jurisdiction if they deem it necessary.

In the event of any dispute arising in connection with your use of the platform and services or your breach of these terms and conditions, both parties agree to seek resolution through an arbitration process. This process will be conducted before a recognised and respected arbitration entity, selected by mutual agreement of both parties and following the applicable commercial arbitration rules.

In addition, you agree, to the extent permitted by applicable law, not to initiate, join or participate in class action lawsuits associated with any claim, dispute or controversy that may arise in connection with your use of the platform and services. This commitment seeks to promote a more agile and personalised resolution of any conflict, favouring arbitration and individual legal actions over collective proceedings.

22. Governing law and jurisdiction

These terms and conditions shall be governed by and construed in accordance with the laws of the United Kingdom. Any dispute relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of London. This applies unless binding arbitration is agreed in the relevant section.

23. Final provisions

Use of our platform is conditioned upon acceptance of and compliance with all terms and conditions set forth. This authorisation to use the platform does not extend to jurisdictions where these provisions are not respected or applied.

Our commitment to compliance with these terms is strictly governed by applicable laws and legal process. Importantly, these terms do not restrict our ability to comply with legal or governmental requirements, including but not limited to those related to law enforcement and the use of our platform. Information provided or collected in connection with the use of the platform will be subject to these requirements.

In the event that any provision of these terms and conditions is declared invalid, illegal or unenforceable by a court or competent authority, such decision shall not affect the validity or enforceability of the remaining provisions. The failure or delay in enforcing any of these terms and conditions by us at any time shall not constitute a waiver of our rights to enforce such provision, or any other provision, in the future.

We reserve all rights not expressly granted herein, while at all times maintaining the protection of and respect for our intellectual property rights and prerogatives.

24. Contact information

If you have questions or concerns about these terms, please contact us through our contact forms or by using the following contact information:

Verba Technology Ltd.

Email: hello@myverba.com