Terms and Conditions

Last updated August 7, 2025

Client Service Agreement

Shemesh Therapy LLC (Delaware)

1. Definitions

"Company" – Shemesh Therapy LLC, a Delaware limited-liability company, email info@shemesh-therapy.com, and its South-African affiliate Shemesh Therapy Professional Services (Pty) Ltd.

"Specialist" – a provider registered with the Health Professions Council of South Africa and/or holding at minimum a bachelor's degree in psychology, counselling, or social work from an accredited South-African university.

"Session" – a live, virtual mental-health coaching conversation delivered from South Africa via the Platform.

"Client/you" – the individual accepting this Agreement.

"Platform" – Company websites, mobile apps, and APIs.

2. Service Scope – Coaching, Not Healthcare

2.1 Sessions are non-diagnostic mental-health coaching; they do not constitute psychotherapy, counselling, medical advice, or treatment under any jurisdiction.

2.2 Specialists will not write prescriptions, clinical notes for court, disability, or ESA letters.

2.3 Company is not a healthcare provider and has no duty to monitor or supervise Specialist Services.

3. Specialist Qualifications & Vetting

3.1 Every Specialist is (i) HPCSA-registered or (ii) holds at least a bachelor's degree as stated above, plus ≥ 3 years of relevant experience.

3.2 Specialists are independent contractors—not employees, agents, or representatives of Company.

3.3 Jurisdiction-Specific Limitations. Where local law restricts unlicensed tele-practice (e.g., Israel, Germany), Sessions are limited to non-insured, coaching-only conversations.

4. Eligibility & Geographic Notice

4.1 You confirm you are ≥ 18 years old or have valid parental consent (§ 9.2).

4.2 You understand Specialists may not be licensed where you reside and that you remain responsible for local-law compliance.

5. Emergency & Safety Disclaimer (READ CAREFULLY)

IF YOU ARE THINKING OF SUICIDE, HARMING YOURSELF OR OTHERS, OR HAVE A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY (IL = 1201, US = 988, UK = 999). THE PLATFORM IS NOT DESIGNED FOR CRISIS CARE. YOU USE IT AT YOUR OWN RISK.

6. Your Responsibilities

6.1 Maintain your own medical and psychiatric care.

6.2 Provide truthful information and participate actively.

6.3 Permit Specialists to terminate a Session and contact emergency services if they believe you pose imminent risk.

6.4 Accurately disclose your physical location at each Session when requested.

7. Fees, Billing & Late-Cancel Policy

7.1 Fees are payable in advance; all sales final except as required by law.

7.2 Subscriptions auto-renew until canceled; see in-app cancellation path.

7.3 Cancel < 24 hours before a scheduled Session or miss it and you may be charged a $15 late/no-show fee.

8. Privacy & Data Protection

8.1 Data stored in AWS eu-west-1 and South Africa, encrypted TLS 1.3 / AES-256.

8.2 Cross-border transfer consent granted by accepting this Agreement.

8.3 Privacy Policy (incorporated herein) details GDPR, POPIA, CCPA rights.

9. Account & Conduct

9.1 Keep credentials confidential; you're liable for all activity under your account.

9.2 Minor Consent. If you are a parent/guardian, you warrant sole authority to consent for the minor client.

9.3 Prohibited conduct: harassment, illegal content, platform disruption, or impersonation.

10. Intellectual Property

All Platform content is Company property. Limited, revocable, non-transferable licence granted for personal, non-commercial use.

11. Third-Party Content

Company is not liable for any third-party links, ads, or resources accessed via the Platform.

12. Export Compliance

You warrant you are (i) not in a sanctioned country and (ii) not a denied party. You agree to comply with all U.S. export-control and sanctions laws.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED), INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, SECURITY, OR ACCURACY.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) COMPANY AND SPECIALISTS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES;

(b) TOTAL LIABILITY SHALL NOT EXCEED THE FEES YOU PAID DURING THE 12 MONTHS PRECEDING THE CLAIM.

15. Dispute Resolution – Binding Arbitration & Class Action Waiver

15.1 Arbitration. Any dispute arising from this Agreement shall be resolved by confidential, binding arbitration under the AAA Consumer Rules.

15.2 Seat: Wilmington, Delaware, USA; language: English.

15.3 Class/Mass Arbitration Waiver. Claims must be brought individually. No class, collective, representative, or mass arbitration permitted.

15.4 Small-Claims Exception. Either party may pursue an individual claim in small-claims court.

15.5 Intellectual-Property Injunctions. Either party may seek injunctive relief in court for IP infringement.

15.6 30-Day Informal Resolution. Before filing, the parties shall attempt to resolve the dispute informally for 30 days (notice to info@shemesh-therapy.com).

15.7 Opt-Out. You may opt out of arbitration within 30 days of first accepting this Agreement by emailing optout@shemesh-therapy.com with subject "Arbitration Opt-Out."

16. Indemnification

You agree to indemnify and hold harmless Company and Specialists from any claim, loss, or expense arising out of (i) your use of the Platform, (ii) your breach of this Agreement, or (iii) your violation of any law or third-party right.

17. Termination

Either party may terminate at any time. Clauses 2, 4–7, 10-16, 18 survive termination.

18. Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, excluding conflict-of-law rules.

19. Modifications

Company may amend this Agreement by posting the revised version. Continued use after posting constitutes acceptance.

20. Notices

Official notices to Company: info@shemesh-therapy.com

Company may notify you via email, posting, or in-app message.

21. Severability & Entire Agreement

If any provision is unenforceable, the remainder stays in force. This Agreement and the incorporated Privacy Policy are the entire agreement between the parties.

By continuing to use our service you are agreeing to all terms listed in this agreement and Shemesh Therapy LLC holds no liability for any damages that may occur.