TALK SAYA PTE. LTD. TERMS OF USE

The following Terms and Conditions (the "Terms of Use") govern your access and use of our online platform (the "Platform"). The Platform may be provided or accessible via multiple websites or applications, whether owned and/or operated by us or by third parties, including, without limitation, the website www.talksaya.com and its related apps (including any associated websites or mobile applications). By accessing or using the Platform, you agree to these Terms of Use. Please read the Terms of Use carefully before using the Platform. If you do not agree to be bound by any clause in these Terms of Use, you must not access the Platform. When the terms "we," "us," "our," or similar are used in these Terms of Use, they refer to Talk Saya Pte. Ltd (the "Company"). In addition to our existing counseling services provided by licensed Counselors, we are now expanding our offerings to include services provided by licensed Psychologists. We are also in the process of introducing a subscription-based business model which will run concurrently with the free version of the Platform.

SECTION 1: OUR SERVICES

The Platform may be used by you to connect with a licensed Counselor or Psychologist (collectively referred to as the "Practitioner") who will provide counseling and psychological services to you through the Platform (the "Services"). The Practitioners are independent providers who are not our employees, agents, or representatives. The Platform's role is limited to enabling the Services, while the provision of the Services themselves is the responsibility of the Practitioners who provide them. If you feel the Services provided by the Practitioners do not fit your needs or expectations, you may request to change to a different Practitioner who provides services through the Platform.

In addition to the traditional in-session services, we are introducing a subscription model whereby free users will have access to basic messaging capabilities that allow them to receive messages from their assigned Practitioner on a limited basis. Subscribed users, who will be billed on a monthly basis, will receive their sessions at the start of each billing cycle and will have the unlocked ability to send messages and receive replies from their Counselor or Psychologist, as well as obtain an automated, AI-driven session summary following each session. It is expressly understood that the messaging feature is not to be construed as a form of therapy and shall not be considered a substitute for the formal in-session services provided by the licensed Practitioners. Furthermore, any diagnosis or assessment provided by a Psychologist through the Platform shall not be deemed as an official diagnosis from Talk Saya Pte. Ltd. and is offered solely for your consideration. In accessing our Services, you agree to provide your phone number as well as the phone number for an emergency contact person.

SECTION 1.1: NON-EMERGENCY USE

YOU ACKNOWLEDGE AND ACCEPT THAT THE PLATFORM IS NOT DESIGNED FOR OR APPROPRIATE FOR CIRCUMSTANCES WHERE YOU ARE CONSIDERING SELF-HARM OR HARMING ANOTHER PERSON, OR WHERE YOUR SAFETY OR THE SAFETY OF ANOTHER PERSON IS OTHERWISE AT RISK, OR IF YOU HAVE A MEDICAL EMERGENCY. YOU MAY REFER TO THE CRISIS RESOURCES PROVIDED IN THE PLATFORM AND USE YOUR OWN JUDGMENT IN SUCH CIRCUMSTANCES. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE FOREGOING CASES, AND THE PRACTITIONERS CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THESE SITUATIONS.

THE PLATFORM IS ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONALS BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE PLATFORM. THE PLATFORM IS ALSO NOT INTENDED FOR CASE MANAGEMENT OR CRISIS MANAGEMENT, AND THE USER AGREES THAT THE PRACTITIONERS WILL NOT BE UNDERTAKING SUCH ACTIVITIES AS PART OF THE PROVISION OF SERVICES. IF A PRACTITIONER YOU HAVE BEEN CONNECTED WITH STOPS USING THE PLATFORM AT ANY TIME AFTER YOU HAVE BEEN CONNECTED, WE WILL NOTIFY YOU THAT YOUR PRACTITIONER IS NO LONGER ON THE PLATFORM AND PROVIDE YOU THE OPPORTUNITY TO MATCH WITH A NEW PRACTITIONER.

SECTION 2: PAYMENT

The fees to be paid for the Services are as advertised on www.talksaya.com or within the Platform. Fees must be paid in advance to access the Services. All payments are processed securely through the Platform. With the introduction of our subscription-based model, free users will have access to basic messaging capabilities, whereas subscribed users will be billed monthly and will receive their scheduled sessions at the start of each billing cycle.

Subscribed users will also unlock the ability to send messages and receive replies from their assigned Practitioner and will receive an automated session summary following each session. It is expressly understood that the session summary is generated from session data that may be used for this purpose only, and that such data will not be shared with any third parties under any circumstances. Furthermore, the processing of session data for generating session summaries is performed using proprietary methods that do not involve the training of models with your session data, and any third-party API services used for processing are solely utilized as tools under strict confidentiality obligations. Any messaging provided under the subscription model is expressly not a substitute for in-session therapy and shall not be construed as an alternative to formal counseling or psychological services.

SECTION 2.1: NO-SHOW AND CANCELLATION POLICY

If you are late for your session by more than 50% of your total session time, this will be considered a non-refundable no-show. Cancellations or rescheduling of appointments must be made at least 24 hours in advance; otherwise, the session fee will be forfeited. This policy applies equally to both free users and subscribed users, and in the case of subscribed users, any session not attended due to a no-show will not be carried forward to the next billing cycle.

YOU ACKNOWLEDGE THAT THE COMPANY IS RELEASED FROM ANY LIABILITY ARISING FROM YOUR FAILURE TO ATTEND SCHEDULED SESSIONS UNDER THIS POLICY.

SECTION 3: RESCHEDULING OR CANCELLATION OF APPOINTMENTS

We do not accept rescheduling requests or cancellations within 24 hours of the scheduled appointment time. If you need to reschedule an appointment, your request must be made at least 24 hours in advance. Rescheduling requests within 24 hours of the appointment time are subject to the Practitioner's availability, and no refunds will be provided for cancellations made within 24 hours of the appointment. This condition applies to all users regardless of subscription status and shall be enforced consistently to maintain the integrity and scheduling commitments of the Platform.

YOU ACKNOWLEDGE THAT THE COMPANY IS NOT LIABLE FOR ANY LOSSES OR DAMAGES INCURRED AS A RESULT OF ANY CANCELLATION OR RESCHEDULING MADE IN CONTRAVENTION OF THIS POLICY.

SECTION 4: PRIVATE ARRANGEMENTS

You agree that you will not, nor attempt to, make private arrangements with our Counselors or Psychologists to provide any services competitive with those offered by the Company on the Platform without the prior express consent of the Company. You agree that the Company has the right to delete your account and/or refuse to provide any further Services (whether paid for in advance or not) if you breach this provision. This clause is extended to cover any alternative methods of payment, appointment scheduling, or service communication that fall outside the authorized processes provided by the Platform.

YOU ACKNOWLEDGE THAT ANY PRIVATE ARRANGEMENTS MADE IN VIOLATION OF THIS SECTION RELEASE THE COMPANY FROM ANY AND ALL LIABILITY AND INDEMNIFY THE COMPANY FROM ANY CLAIMS ARISING THEREFROM.

SECTION 5: PRIVACY AND SECURITY

Protecting and safeguarding any information you provide through the Platform is of paramount importance to us. Information about our security and privacy practices can be found in our Privacy Policy available at www.talksaya.com/privacy-policy (the "Privacy Policy"). BY AGREEING TO THESE TERMS OF USE AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THESE TERMS OF USE.

YOU ACKNOWLEDGE THAT YOUR SESSION DATA MAY BE PROCESSED TO GENERATE AUTOMATED SESSION SUMMARIES THAT ARE PROVIDED TO YOU, AND THAT SUCH DATA WILL BE KEPT CONFIDENTIAL AND WILL NOT BE SHARED WITH ANY THIRD PARTIES. FURTHERMORE, YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT TRAIN OR USE SESSION DATA TO TRAIN MACHINE LEARNING MODELS, AND ANY THIRD-PARTY TOOLS USED FOR PROCESSING ARE SUBJECT TO STRICT CONFIDENTIALITY AGREEMENTS.

SECTION 6: NO RECORDING BY USER WITHOUT CONSENT

You agree that you will not carry out any video- or audio-recording during the session without the prior express consent of your Counselor or Psychologist. ANY VIOLATION OF THIS SECTION SHALL RELEASE THE COMPANY FROM ANY LIABILITY ARISING FROM THE UNAUTHORIZED RECORDING OF SESSIONS.

YOU ACKNOWLEDGE THAT THE INTEGRITY OF THE SESSION IS OF UTMOST IMPORTANCE AND THAT RECORDINGS MADE WITHOUT PRIOR CONSENT MAY CAUSE HARM OR DISRUPTION TO THE THERAPEUTIC PROCESS.

SECTION 7: INFORMED CONSENT

You agree, acknowledge, and accept that all input given, statements made, and suggestions provided by Counselors or Psychologists during the sessions are provided solely for your consideration. THE USER AGREES THAT THEY ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT THEY MAKE (INCLUDING ACTING UPON SUCH ADVICE) AS A RESULT OF THEIR DISCUSSIONS WITH A PRACTITIONER DURING A SESSION.

YOU ACKNOWLEDGE THAT THE MESSAGING FEATURE IS NOT A SUBSTITUTE FOR FORMAL THERAPEUTIC SESSIONS AND THAT ANY DIAGNOSIS OR ASSESSMENT PROVIDED BY A PSYCHOLOGIST IS NOT AN OFFICIAL DIAGNOSIS OR CERTIFICATION FROM TALK SAYA PTE. LTD. AND SHALL NOT BE TREATED AS SUCH. YOU ALSO ACKNOWLEDGE THAT YOUR SESSION DATA MAY BE USED TO GENERATE SESSION SUMMARIES AND THAT SUCH USAGE IS SUBJECT TO THE TERMS OF THIS AGREEMENT, WHICH RELEASES THE COMPANY FROM ANY LIABILITY ARISING THEREFROM.

SECTION 8: DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE SERVICES OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION, AND/OR SERVICE OF ANY COUNSELOR OR PSYCHOLOGIST AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM. YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY. THE USE OF THE PLATFORM IS AT YOUR OWN RISK.

TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. YOU AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OWED BY US, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, DOES NOT EXCEED THE FEE FOR THE SESSION, AND WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IF THE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY AS SET FORTH ABOVE, THE LIMITATION WILL BE DEEMED MODIFIED SOLELY TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAW.

FOR AVOIDANCE OF ANY DOUBT, THIS CLAUSE SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS OF USE AND SHALL APPLY REGARDLESS OF THE NATURE OF THE CLAIM OR ACTION, INCLUDING ANY CLAIM ARISING FROM THE USE OF THE SUBSCRIPTION SERVICES, MESSAGING, OR SESSION SUMMARIES PROVIDED UNDER THIS AGREEMENT.

SECTION 9: YOUR ACCOUNT, REPRESENTATIONS, CONDUCT, AND COMMITMENTS

You hereby confirm that you are legally able to consent to receive Services, or have the consent of a parent or guardian, and that you are legally able to enter into a contract.

Minor Consent: Where consent from a parent or guardian is required to receive Services from Counselors or Psychologists, you hereby confirm that as the consenting parent or guardian, you have the sole right to consent to Practitioner Services for the minor seeking therapy and are not legally mandated to confer with or obtain consent from any other legal guardian before consenting. You also give affirmative consent to the provisions set forth in the accompanying Privacy Policy regarding the collection, processing, and use of personal information on behalf of the minor.

You further agree that consent to Practitioner Services remains valid until the minor permanently discontinues seeking therapy on the Platform. You hereby confirm and agree that all information provided in or through the Platform, whether presently or in the future, is accurate, true, current, and complete. Furthermore, you agree to maintain and update this information so that it remains accurate, current, and complete.

You further acknowledge that you are solely responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your Account Access. You agree to notify us immediately of any unauthorized use of your Account Access or any other concern regarding the breach of your account security.

YOU ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF UNAUTHORIZED USE OF YOUR ACCOUNT, AND YOU AGREE TO INDEMNIFY US FOR ANY SUCH DAMAGES OR LOSSES ARISING FROM ANY ACTIVITY OR ACCESS, WHETHER AUTHORIZED OR UNAUTHORIZED, USING YOUR ACCOUNT.

SECTION 10: MODIFICATIONS, TERMINATION, INTERRUPTION, AND DISRUPTIONS TO THE PLATFORM

You understand, agree, and acknowledge that we may modify, suspend, disrupt, or discontinue the Platform, any part thereof, or the use of the Platform, whether to all users or to you specifically, at any time with or without notice. You agree and acknowledge that we will not be liable for any losses or damages that are caused by any such modifications, interruptions, or disruptions. The Platform depends on various factors such as software, hardware, and tools, either our own or those owned and/or operated by our contractors and suppliers.

While we make commercially reasonable efforts to ensure the Platform's reliability and accessibility, you understand and agree that no platform can be reliable and accessible at all times. You further agree that access to the Platform may be interrupted or delayed at times due to scheduled maintenance, unexpected technical issues, or unforeseen circumstances, and that we shall not be held liable for any damages resulting from such interruptions or disruptions.

THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS OF USE AND SHALL APPLY TO ALL USERS, INCLUDING THOSE WHO UTILIZE THE NEW SUBSCRIPTION-BASED SERVICES AND MESSAGING FEATURES.

SECTION 11: NEGOTIATION AND ARBITRATION

Before initiating any arbitration proceedings, the parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms of Use, including any questions regarding its existence, validity, or termination (a "Dispute"), through good faith negotiation. Such negotiation shall commence upon written notice from one party to the other and shall be conducted in a spirit of mutual cooperation. If the Dispute is not resolved within thirty (30) days of the commencement of negotiations, either party may proceed to initiate arbitration.

If the Dispute cannot be resolved through negotiation as provided above, the Dispute shall be finally settled by binding arbitration in accordance with the rules of the Philippine Dispute Resolution Center, Inc. ("PDRCI") or the Philippine Center for Conflict Resolution (PCCR). The arbitration shall be conducted by a single arbitrator appointed in accordance with the PDRCI rules. The arbitration shall be held in the Philippines, and the language of arbitration shall be English. The arbitration shall be governed by the laws of the Philippines, and the award rendered by the arbitrator shall be final and binding on the parties. Judgment on the award may be entered in any court having jurisdiction thereof.

NOTHING IN THIS SECTION SHALL PRECLUDE EITHER PARTY FROM SEEKING INTERIM RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE PHILIPPINES, INCLUDING A TEMPORARY RESTRAINING ORDER OR INJUNCTION, PENDING THE OUTCOME OF ARBITRATION PROCEEDINGS.

SECTION 12: NOTICES

We may provide notices or other communications to you regarding these Terms of Use or any aspect of the Platform by either email to the email address that we have on record, by SMS to the phone number you have provided to us, or by posting such communications on the Platform. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to support@talksaya.com.

YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE CONTACT INFORMATION PROVIDED IS ACCURATE AND CURRENT, AND THAT FAILURE TO RECEIVE NOTICE DUE TO INCORRECT OR OUTDATED CONTACT INFORMATION SHALL NOT EXCUSE YOU FROM COMPLIANCE WITH THESE TERMS OF USE.

SECTION 13: IMPORTANT NOTES ABOUT THE TERMS OF USE

These Terms of Use and our relationship with you shall be interpreted solely in accordance with the laws of Singapore. THESE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND US, AND YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THESE TERMS OF USE. WE MAY CHANGE THESE TERMS OF USE BY POSTING MODIFICATIONS ON THE PLATFORM. UNLESS OTHERWISE SPECIFIED BY US, ALL MODIFICATIONS SHALL BE EFFECTIVE UPON POSTING, AND YOU ARE ENCOURAGED TO REVIEW THE TERMS OF USE FREQUENTLY. The last update date of these Terms of Use is posted at the bottom of the document.

BY CONTINUING TO USE THE PLATFORM AFTER SUCH CHANGES BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE. IF YOU DO NOT AGREE TO THE CHANGES, YOU MUST TERMINATE ACCESS TO THE PLATFORM AND ANY SERVICES OFFERED THEREON. FURTHERMORE, YOU AGREE THAT THE COMPANY IS RELEASED FROM ANY LIABILITY, CLAIMS, OR DAMAGES ARISING FROM YOUR USE OF THE SUBSCRIPTION SERVICES, MESSAGING FEATURES, OR ANY AUTOMATED SESSION SUMMARIES GENERATED FROM YOUR SESSION DATA, AND YOU SHALL INDEMNIFY US FOR ANY SUCH CLAIMS OR LOSSES. YOU ACKNOWLEDGE THAT ALL CLAUSES REGARDING LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND INDEMNIFICATION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS OF USE AND SHALL APPLY IN FULL REGARDLESS OF ANY CONTINUING USE OF THE PLATFORM OR SERVICES.

Last Updated: March 17, 2025