Last Updated: November 11, 2025
Please read these Terms of Service (the “Terms”) and our Privacy Policy available at https://talkwithnue.com/privacy (“Privacy Policy”) carefully because they govern your use of our mental fitness platform service (as further described below) accessible via the website located at https://talkwithnue.com/ (the “Site”) and corresponding mobile application (“App”) offered by ElizaChat Inc. (“ElizaChat,” “we,” “us,” “our”). To make these Terms easier to read, the Site, our services, and App are collectively called the “Services.”
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ELIZACHAT THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE SECTION TITLED <“DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. THE SERVICES ARE NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.
THESE TERMS APPLY IF YOU LIVE IN THE UNITED STATES OR IF YOUR PRINCIPAL PLACE OF BUSINESS IS IN THE UNITED STATES. IF YOU LIVE OUTSIDE OF THE UNITED STATES OR IF YOUR PRINCIPAL PLACE OF BUSINESS IS OUTSIDE OF THE UNITED STATES, ELIZACHAT MAKES NO REPRESENTATION THAT SERVICES AND/OR MATERIAL DESCRIBED OR AVAILABLE THROUGH THE sERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE THE UNITED STATES.
Our Services provide mental fitness support, which are subject to availability (including availability of third-party websites, content, materials, or other resources) and may include, without limitation:
ElizaChat does not guarantee the availability of any feature, function, price, product, or service of the Services. We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will ElizaChat be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new features or services will be governed by these Terms.
For consumer clarity: our Services are intended to support mental-fitness, habit formation, and self-reflection; they are not a substitute for professional medical care.
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, and share your information.
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site or the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services at any time and without notice, at our sole discretion.
You may use the Services only if you are at least 18 years old and capable of forming a binding contract with ElizaChat, and not otherwise barred from using the Services under applicable law. The Services are not directed to or intended for individuals under 18. Do not use the Services if you are under 18.
For certain features of the Services, you’ll need an account. It’s important that you provide us with accurate, complete, and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account.
Some features may require payment (e.g., subscriptions, in-app purchases, or one-time fees). If you purchase a subscription, it will automatically renew at the then-current price and interval unless you cancel before renewal. You can cancel at any time in your App Store or Google Play subscription settings (or as otherwise described at purchase). We may change prices or subscription features on a prospective basis with notice where required by law. Taxes may apply. Except where required by law or the platform’s policies, payments are non-refundable. If you obtained the App through a mobile platform, refunds (if any) are handled by that platform under its policies.
ElizaChat is a technology company that makes the Services available to provide you with mental health and wellness support and information. ElizaChat acts solely as a technology platform. We do not control or interfere with the practice of medicine or other licensed professional services. By accepting these Terms, you acknowledge and agree that ElizaChat is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with ElizaChat. Unless expressly stated in our Privacy Policy or a separate agreement, ElizaChat is not a “covered entity” or “business associate” under HIPAA, and information you share through the Consumer Services may not be protected by HIPAA. We protect your information as described in our Privacy Policy.
Content on the Services is for informational and educational purposes only and may be generated through ElizaChat’s or its third-party licensors’ algorithms or artificial-intelligence tools (“Output”) in response to your interactions and user content (“Input”). The content is not intended to diagnose, treat, cure, or prevent disease and is not a substitute for professional advice. Always seek the advice of your physician or other qualified provider with questions about your health. Never disregard professional advice because of information provided through the Services. ElizaChat does not refer, recommend, or endorse any particular provider, test, procedure, treatment, opinion, or other information. RELIANCE ON ANY CONTENT IS AT YOUR OWN RISK. Due to the nature of machine learning, Output may be inaccurate, offensive, duplicative, or otherwise undesirable. You are responsible for evaluating Output for your situation, and you agree not to rely on Output as medical or legal advice. ElizaChat will not be liable for losses arising from Input, Output, or their use.
Unexpected events (including the unavailability of third-party services incorporated in, used by, or accessible through the Services) may disrupt our electronic communication with you, and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances.
Due to the nature of machine learning, Output may not be unique, and the Services may generate the same or similar output for ElizaChat or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE, OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY, AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, ELIZACHAT WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, OUTPUT, OR THEIR USE.
Our Services may be subject to state or federal regulations and may change from time to time due to changes in applicable regulatory requirements. In some cases, the Services may not be the most appropriate way for you to track your mental fitness or provide information to communicate with or seek medical care and treatment from a healthcare provider.
If you submit feedback, you agree we may use it without restriction or compensation.
Our Services may allow you to submit, store, or share information, data, or content such as text files, assessments, self-report measures, documents, graphics, images, music, software, audio, and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” ElizaChat does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. You authorize access to and the use of your health information by third-party service providers in connection with operating, improving, and providing the Services.
By making any User Content and Input available through the Services, you hereby grant to ElizaChat a non-exclusive, transferable, worldwide, royalty-free license with the right to sublicense to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content and Input in connection with operating, improving, and providing the Services and ElizaChat’s other products and services subject to applicable privacy laws and in accordance with our Privacy Policy. The foregoing license includes the right to use User Content and Input with training algorithms, machine learning, and artificial intelligence (conversational and generative tools) used in connection with the Services.
You are solely responsible for all your User Content and Input. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content and Input under these Terms. You represent and warrant that neither your User Content and Input, nor your use and provision of your User Content or Input to be made available through the Services, nor any use of your User Content or Input by ElizaChat on or through the Services, will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed, and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
We may make available through the Services content, including Output that is subject to intellectual property rights. We retain all rights to that content.
If you comply with these Terms, ElizaChat grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal, non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify, or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend, or rent the App to any third party; (iii) reverse engineer, decompile, or disassemble the App (unless applicable law permits despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
This Section 11(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable), and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
You agree not to do any of the following:
ElizaChat is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content or Input, at any time and without notice, including but not limited to if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
The Services may allow you to access third-party websites, content, materials, or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time via the account management page of the Site, whereupon ElizaChat will remove your access to the Services. If you cancel a subscription, you will continue to have access through the end of your then-current billing period unless otherwise stated at purchase or required by law. However, even upon termination of your account, ElizaChat may retain your personal information, including health information, subject to applicable laws, which may not be removed from the ElizaChat system/platform. Upon any termination, discontinuation, or cancellation of the Services or your account, the following Sections will survive: 5, 6, 7, 9, 10, and 12 through 20.
THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OF THE SERVICES. We make no warranty, express or implied, that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, relevance, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content on the Services. General information or advice and other content relayed through the Services is provided for informational and educational purposes only and is not intended to replace or substitute any medical care or specific professional advice, diagnosis, or treatment. ElizaChat makes no representations or warranties regarding, and will have no responsibility for, diagnosis or treatment provided, the quality of care, the cost of care, or any other injury or loss resulting or arising from or related to your use of the Services, and we do not guarantee that you or any other user will obtain any particular or tangible result through the use of any of the Services.
You will indemnify and hold ElizaChat and its officers, directors, employees, contractors, service providers, licensors, and agents harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, Input, or Output, (c) your violation of any third party’s rights, including but not limited to intellectual property rights, right of privacy, right of publicity, and confidentiality, or (d) your violation of these Terms.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Utah without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and ElizaChat are not required to arbitrate will be the state and federal courts located in Utah, and you and ElizaChat each waive any objection to jurisdiction and venue in such courts.
(i) Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively “Disputes”) will be resolved solely by binding individual arbitration and not in a class, representative, or consolidated action or proceeding. You and ElizaChat agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and that you and ElizaChat are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(ii) Exceptions. As limited exceptions to Section 19(a)(i) above: (a) we both may seek to resolve a Dispute in small claims court if it qualifies; and (b) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(iii) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
(iv) Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(v) Injunctive and Declaratory Relief. Except as provided in Section 19(a)(ii) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and 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. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(vi) Class Action Waiver. YOU AND ELIZACHAT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(vii) Severability. With the exception of any of the provisions in Section 19(a)(v) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively according to the process set forth in Section 19(a) above, expressly including the Class Action Waiver, except that to the extent legally permitted (i) each party will be responsible for its own filing, administrative, arbitrative, and similar fees, (ii) the losing party will pay the prevailing party for all costs and attorney’s fees, and (iii) the AAA Commercial Arbitration Rules will apply to any arbitration between the parties.
We may offer some services and corresponding documentation to you that is designated alpha, beta, or pre-release, identified using alpha, beta, pre-release, or similar descriptions (“Beta Services”). You acknowledge and agree that: (a) The Beta Services may not operate properly, be in final form, or be fully functional; (b) The Beta Services may contain errors, design flaws, or other problems; (c) It may not be possible to make the Beta Services fully functional; (d) The information obtained using the Beta Services may not be accurate; (e) Use of the Beta Services may result in unexpected results, loss of data or communications, project delays, or other unpredictable damage or loss; (f) ElizaChat is under no obligation to release a commercial or public version of the Beta Services; and (g) ElizaChat has the right to unilaterally to abandon development of the Beta Services at any time and without any obligation or liability to you. For clarity, all Beta Services are provided on an “as is” basis and ElizaChat makes no warranties of any kind, express, implied, statutory, or otherwise, with respect to the Beta Services. Notwithstanding anything to the contrary in these Terms, ElizaChat will have no liability to you or any other person or entity relating to Beta Services.
ElizaChat and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
These Terms constitute the entire and exclusive understanding and agreement between ElizaChat and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between ElizaChat and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms by operation of law or otherwise without ElizaChat’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right without such consent will be null. ElizaChat may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications provided by ElizaChat under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
ElizaChat’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ElizaChat. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact ElizaChat at contact@elizachat.com.
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