Terms of Service

Version 1.2

Effective Date: September 9, 2026

1. Introduction and Acceptance

Welcome to Healya. These Terms of Service (these "Terms") govern your use of the Healya digital health platform (the "Service") provided by Healya, Inc. ("Healya," "we," "us," or "our"). Healya is a Delaware C-Corp focused on providing users with a patient-first digital health companion that aggregates, stores, and summarizes health data using AI. By creating an account or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use the Service.

Service Overview: Healya allows you to consolidate your personal health information from various sources (such as medical records, wearables, and personal journals) and leverages artificial intelligence to provide explanatory health insights and help you prepare for doctor visits. The Service is offered to users in the United States and is built with compliance to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) in mind. While Healya strives to provide valuable health-related information, it is not a medical device and does not provide medical advice or professional diagnosis (see Section 6 for our Medical Disclaimer).

Modifications to Terms: We may revise these Terms from time to time. If we make material changes, we will notify you by e-mail or through the Service (e.g., via an in-app alert) prior to the change becoming effective. The notice will designate a reasonable advance notice period, after which the new Terms will apply. By continuing to use the Service after updated Terms take effect, you agree to be bound by the revised Terms. If you do not agree to the changes, you must stop using the Service and, if applicable, cancel your account.

2. Service Scope and Beta Status

Healya is currently provided as a beta service. This means the Service is in an early release stage and is continuously being improved. As a beta user, you should understand and agree to the following:

• Features and Updates: The Service's features and functionality are subject to change. We may add, modify, or remove features at any time as we refine Healya. Beta software updates may be issued frequently to improve performance or address bugs.
• Reliability: You acknowledge that the beta Service may contain bugs, errors, or inaccuracies. The Service might not be as reliable or available as a final commercial product. You may experience occasional crashes, data inaccuracies, or other issues. Data accuracy and completeness are not guaranteed during the beta phase.
• Data Handling: During beta, we encourage you to keep your own backup of any critical data you input into Healya. While we will endeavor to protect and preserve all user data, unforeseen issues may result in data loss or corruption. You use the beta Service at your own risk with respect to data integrity.
• No Guaranteed Support: Our support for beta users may be limited. We welcome feedback and will try to address critical issues, but formal support services (like guaranteed response times) might not be in place during this phase.
• Beta Feedback: If you volunteer suggestions, ideas, or feedback about the Service, you agree that Healya may use and incorporate this feedback without any obligation to you. Such feedback is entirely voluntary and helps us improve the product (see Section 5 on Feedback for more detail).
• Termination of Beta: We reserve the right to suspend or terminate the beta program (or your access to it) at any time. We may also transition the Service out of beta in the future, possibly with new terms or pricing. We will notify you of any such changes in advance.

Beta Disclaimer: The Service is provided "AS IS" during this beta period. By participating, you understand that the Service may have defects and that your use is for the purpose of helping us identify issues. Section 10 (Disclaimer of Warranties) and Section 11 (Limitation of Liability) of these Terms apply fully to your use of the beta Service.

3. Accounts, Eligibility, and Age Requirements

To use Healya, you must create an account and meet the eligibility criteria below. You agree to provide truthful, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. If you believe someone has gained unauthorized access to your account, notify us immediately at support@healya.ai.

Eligibility: The Service is intended for users in the United States. By using the Service, you represent that you are either (i) at least 18 years old and have registered for your own account after confirming your age with us, or (ii) if you are under 18, that you access the Service only through a dependent profile or invitation-based account established in accordance with the minor-access provisions described below. Except where applicable federal, state, or local law provides otherwise, individuals under 18 may not self-register for the Service. You also represent that you are not barred from using the Service under any applicable law.

Account Types and Age Categories:

• Child Accounts (Under 12 Years Old): Individuals under the age of 12 are not permitted to create a Healya account on their own. In compliance with the Children's Online Privacy Protection Act (COPPA), a child under 12 does not receive an independent login. Instead, a parent or legal guardian creates, registers, and manages a dependent profile for the child. Before we collect personal information from a child under 12, the guardian must review our managed-profile notice and complete our verifiable parental-consent process. The parent/guardian is the primary account holder, has full access to and control over the child's dependent profile and data, is responsible for all use of the Service by the child, and must ensure that use is in accordance with these Terms. Transition at age 12. When the child reaches age 12, we will notify the managing guardian and offer to convert the dependent profile into an adolescent account under the paragraph below. Account history is preserved. On conversion, the account becomes private to the adolescent and any access the guardian previously held is reset to No Access; the adolescent may then choose to restore it, unless an accommodation under Adolescents Who Cannot Manage Their Own Account has been approved. This conversion, and not the age of majority, is the point at which control of the profile passes to the individual.

• Adolescent Accounts (12 to 17 Years Old): Individuals who are at least 12 but under 18 ("adolescents") may not self-register for a Healya account. Except where applicable federal, state, or local law provides otherwise, an adolescent may obtain an account only through an invitation initiated by a parent or legal guardian whom we have verified through an authentication method of our choosing; a stated family relationship alone is not sufficient authority. Private by default. Before the invitation is sent, we show the guardian a plain-language notice explaining that the adolescent will control the account, that the guardian will not be able to see what is in the account, and that only the adolescent can decide to change account access permissions. The guardian must affirmatively consent to that private default. By initiating the invitation, the parent/guardian consents to the adolescent's use of the Service and agrees to these Terms on the adolescent's behalf; the adolescent must also accept these Terms and make the Service's separate AI-processing choice when accepting the invitation. Accepting a registration invitation grants the inviting parent/guardian no access to the adolescent's account or to anything contained in it. The adolescent controls the account. The adolescent may grant a guardian, family member, or caregiver Viewer, Editor, or Manager access at any time, and may reduce or withdraw that access at any time, down to No Access. Access follows the adolescent's choice and not the family relationship, except to the extent access is required by applicable law or granted under Adolescents Who Cannot Manage Their Own Account below.

• At 18. When an adolescent user turns 18, the account continues under that user's sole control. Access that the adolescent granted on or after age 12 is already under their control and is not automatically revoked at 18; it remains in place until the account holder changes it (see Caregiver Access below).

• Adolescents Who Cannot Manage Their Own Account: Some adolescents cannot manage their own account or privacy settings. During the invitation flow, a legal guardian may indicate that the adolescent has a disability or special needs affecting that ability and request continuing guardian access. Selecting that option opens a case that a trained member of our privacy team reviews; continuing access exists only if and when we approve the request, and we may require documentation of guardianship. Where an accommodation is approved, the adolescent may request its removal through Healya support, and we may revisit or withdraw an approved accommodation if circumstances change. We may decline any request we cannot verify.

• Competing Guardian Claims and Account Recovery: Where guardian claims conflict, identities collide, or an account-recovery request is ambiguous, we resolve the matter conservatively or through support review. We will not automatically merge profiles or grant access, and we may decline to act until authority is established to our satisfaction. Healya does not adjudicate custody or guardianship disputes, and nothing in these Terms obligates us to grant access on the basis of an asserted family relationship.

• Accounts Created Without Required Consent: If we discover that we have collected personal information from a person under 18 without the guardian consent and verification described above, we will delete that information promptly and close the account, and Section 9 (Modifications, Suspension, and Termination) applies. If you believe a minor is using the Service other than as permitted here, contact us at privacy@healya.ai.

• Adult Accounts (18 and over): Individuals 18 years of age or older (or the age of majority in your jurisdiction) can register for a Healya account and are considered fully capable of consenting to the Terms and handling their data. If you are 18 or older, you have full responsibility for your account and all data and activities under it.

• Accounts for Another Person: You may create or manage an account on behalf of someone else only if you have proper authority to do so. Examples include:

  • A parent creating an account for a minor child (as described above).
  • An adult caring for an elderly parent or a family member who is not capable of managing their own account. In such cases, you must have the legal right (e.g., power of attorney or legal guardianship) or explicit consent of that individual to manage their health information.
  • A legal guardian or person with a court-appointed authority for someone who is incapacitated. In all such cases, you represent and warrant to Healya that you have the legal authority to act on behalf of the individual whose data you will manage, and that you will only use the account in the best interest of that individual. Consent and Transparency: You should inform the individual (to the extent possible) that you are using Healya to store and manage their health information, and obtain their consent if they are capable of understanding and consenting. Healya may ask you to provide documentation of your authority (such as a guardianship order or power of attorney) for verification. The individual on whose behalf the account is created retains all rights to their data (see Section 5 on Data Ownership), and if at any point they or their new legal representative request to assume control of the account or to remove your access, Healya will facilitate that change after verifying the request.

Caregiver Access (Delegate Users): The Service may allow an account holder to designate a caregiver or delegate who can view or assist with managing their health information. For example, an adult user might invite a family member, trusted friend, or healthcare proxy to have access to their Healya data (in whole or in part). Such caregiver access is subject to the following:

• Caregivers must create their own Healya login (or use an existing account) and accept these Terms. They are bound by the same privacy and security rules.
• The extent of data access for a caregiver can be controlled by the primary user. You might allow full account access or only limited access (e.g., view-only access to certain records).
• Revocability: The primary user can revoke a caregiver's access at any time through the Service settings or by contacting support, except that guardian access held under an approved accommodation for an adolescent who cannot manage their own account may be changed only through Healya support. Upon revocation, the caregiver must immediately cease accessing or using the primary user's data.
• Caregiver Responsibilities: If you are a caregiver, you may only use the data for purposes of helping the primary user manage their health or as otherwise explicitly authorized by that user. You must maintain the confidentiality of the data and are not allowed to disclose or misuse it. If your relationship with the primary user changes (for instance, if you are no longer their caretaker), you must inform us or terminate your access.
• Healya may log and audit caregiver access for security and compliance purposes. Misuse of caregiver privileges may result in termination of access (see Termination in Section 9).

One Account Per Individual: Each user (or dependent) should generally have a single Healya account. You should not create multiple accounts for the same person without a legitimate reason (such as separate accounts for different purposes), and you should not use another person's account except as allowed above (caregiver or parent/guardian relationships). You agree not to share your login credentials with anyone except an authorized caregiver, and even then we encourage using the official caregiver access features rather than sharing passwords.

Account Security: You are responsible for all activities that occur under your account. Choose a strong password and keep it confidential. We recommend enabling any additional security features we offer (such as two-factor authentication) to help protect your account. Notify us immediately at support@healya.ai if you suspect any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to secure your account.

4. User Responsibilities and Acceptable Use

By using Healya, you agree to use the Service in a manner that is lawful, respectful of others, and in accordance with these Terms. We have established the following acceptable use guidelines to ensure that Healya remains a secure and reliable platform for all users:

• Provide Accurate Information: You agree to provide true, accurate, and complete information about yourself and, if you are managing an account on behalf of someone else, about that person. This includes information provided during account registration, profile setup, and any health or personal data you input. Deliberately providing false or misleading information is prohibited. If there are material changes to the information (e.g., your contact info or a significant change in health status that affects the use of the Service), please update your profile accordingly.
• Personal Use Only: The Service is intended for your personal health management (or that of someone in your care). You may not use Healya for commercial purposes or on behalf of any third party that is not explicitly permitted by these Terms. For example, you cannot sell, resell, or exploit the Service's content or access; you cannot aggregate other people's data for commercial analytics without authorization; and you cannot use the Service as a substitute for professional health record systems for a medical practice (unless specifically authorized by us through a separate agreement).
• Prohibited Content and Activities: You must not use the Service to store, transmit, or do any of the following:
  • Illegal or Harmful Content: Do not upload or share content that is illegal, obscene, defamatory, libelous, harassing, threatening, racist, incites violence, or is otherwise objectionable. This includes content that violates any law or regulation, or the rights of others (such as hate speech, or material that infringes intellectual property rights).
  • Malware and Hacking: Do not introduce viruses, trojans, worms, logic bombs, or other malware or harmful material into the Service. You must not attempt to gain unauthorized access to the Service or its related systems or networks, or probe, scan, or test the vulnerability of any Healya system or network without permission. Any form of hacking, security exploitation, or unauthorized data mining (scraping) is strictly prohibited.
  • Interference with Others: Do not interfere with or disrupt the access, use, or enjoyment of the Service by others. This means you should not take actions that impose an unreasonable or disproportionately large load on our infrastructure (e.g., spamming network requests), attempt to disable or overwhelm any part of the Service, or engage in denial-of-service attacks.
  • Automated Use: Except as allowed by an official API or integration mechanism provided by Healya (if any), you must not use any automated system, script, or software (such as bots, spiders, or periodic caching of information) to extract data from the Service or to automate what would otherwise be manual interactions with the Service. Routine use of the Service must be through our user interface.
  • Unauthorized Data Use: Do not use the Service to disclose or share personal data of others without proper authorization. If you upload information about another person (e.g., if you keep a journal about a family member's health in your account), ensure you have their consent or legal right to do so. Never use Healya to do anything that would violate privacy laws – for instance, you cannot publish someone else's health information via the Service in a way that others can see without permission.
  • Reverse Engineering and Misuse: You must not reverse engineer, decompile, or disassemble the Service or any software or system used to provide the Service, except and only to the extent that applicable law expressly permits, despite this limitation. You will not misuse any forms or areas of the Service by providing information or content that is not intended or requested (for example, do not paste code or harmful instructions into a symptom description field).
  • No Abusive Behavior: You agree not to harass, abuse, or harm other individuals or groups in connection with your use of Healya. If the Service allows any communication between users or with support personnel (like messaging or forums), you must conduct yourself civilly and respectfully. Harassment, stalking, bullying, or any form of discriminatory abuse is strictly forbidden.
• Compliance with Laws and Regulations: You are responsible for ensuring that your use of the Service complies with all laws and regulations applicable to you. This includes, but is not limited to, privacy laws, export control laws (e.g., not exporting certain encryption or software to restricted countries if that were applicable), and healthcare regulations. If you are using Healya from a jurisdiction with data localization laws or other constraints, you must only do so if allowed and in compliance. (Note: The Service is intended for U.S. use, and we do not warrant compliance with non-U.S. laws.)
• No Unauthorized Access: You must not access or attempt to access any portion of the Service or any Healya servers that you do not have permission to access. This includes data of other users, or any internal systems. If you happen to discover a security vulnerability or inadvertent access to data that you should not have, you agree to notify us immediately and not to exploit it.
• Third-Party Integrations: If you use Healya's integrations to connect with third-party services (like linking to Apple Health, Google Fit, or a hospital's EHR system), you must comply with those third parties' terms and policies as well. For example, Apple HealthKit data usage comes with specific restrictions (which we follow, such as not using HealthKit data for advertising or selling data). You should not use the integration in a manner that causes us to violate those third-party terms. We reserve the right to disable integration features for users who misuse them.
• User-Generated Content: Any content you add to the Service (like journal entries, notes, or uploaded documents) remains your responsibility. Ensure that your user-generated content:
  • Does not violate any person's rights (for example, if you upload a document from a doctor, make sure you have the right to do so).
  • Does not contain malicious content or code.
  • Is not used for unlawful purposes (for instance, do not upload someone else's medical records without authorization). We do not generally pre-screen user content, but we reserve the right to remove any content that we determine violates these Terms or is otherwise objectionable.
• Retention of Records: You should maintain your own backup of any important health information you store in Healya. While we have measures to back up and protect data (see Privacy Policy and Security), we cannot guarantee that data loss will never occur. You are responsible for backing up critical data (for instance, keeping copies of important documents or noting critical health metrics elsewhere) and for keeping your own copies of records you might need for official purposes (like sharing with a new doctor, etc.).
• Acceptable Use Enforcement: We reserve the right (but do not assume any obligation) to monitor how users use the Service. If we suspect or detect any violation of these acceptable use provisions, we may investigate and act at our sole discretion. Actions could include removing or disabling access to content, suspending or terminating accounts (with or without notice, subject to Section 9 on Termination), and if necessary, reporting to law enforcement. We also reserve the right to take legal action to prevent or remedy violations of these Terms.

Reporting Misuse: If you become aware of any misuse of the Service or any violation of these Terms by any user, please contact us promptly at support@healya.ai. We appreciate your help in keeping the Healya community safe and compliant.

5. User Data and Ownership of Information

Healya is designed to give you control over your personal health information. We want to be clear about how ownership and rights to data work:

• Your Data, Your Ownership: You retain ownership and all rights to the data you submit to Healya or that is collected on your behalf through the Service. This includes personal information and protected health information (PHI) such as:
  • Data you manually input (e.g., your profile details, symptom journals, medications, and any free-text notes).
  • Data imported from third-party sources at your request (e.g., electronic health records from your providers, data from wearables like Apple Health or Fitbit).
  • Files or images you upload (e.g., lab result PDFs, images of prescriptions).
  • AI-generated summaries, reports, or hypotheses that Healya produces based on your input data. We consider these outputs to be derived from your data and therefore part of "Your Data" for purposes of your rights. (Note: while you own the underlying personal info, see below regarding license for us to produce and handle such outputs.)
• License to Healya: In order for us to operate the Service and provide its functionality, you grant Healya a limited, non-exclusive, worldwide, royalty-free license to host, use, copy, reproduce, process, adapt, translate, modify, create derivative works (such as visualizations or summaries), display, and distribute Your Data solely for the purposes of (a) providing the Service to you and persons you authorize, and (b) fulfilling our obligations under these Terms and as required or permitted by law. In plainer terms, this license allows us to do things like:
  • Store your information on our secure servers.
  • Back it up, analyze it with our algorithms, and present it back to you (or those you share it with) in a useful format.
  • Use it to troubleshoot issues or make improvements to Service features that you use.
  • Send it to third parties when you instruct us (for example, transmitting your data to a doctor or to a connected app, per your requests).
  • Modify or format your data as needed for technical reasons (e.g., converting a file type, or extracting key data points to display a chart for you). This license is for the limited purpose of running and improving the Service and is not a blanket permission for us to do whatever we want. We do not obtain any ownership of Your Data through this license.
• Privacy and Permissions: Our use of Your Data is further governed by our Privacy Policy (see the Healya Privacy Policy document), which outlines how we handle different categories of data, and what we do and do not do with it. We will not sell Your Data or use it for advertising purposes. We will not disclose Your Data to third parties except as described in the Privacy Policy (which generally means only when needed to run the Service, when you direct us to share it, or when required by law). We incorporate the Privacy Policy into these Terms by reference. In the event of a conflict between the Privacy Policy and these Terms regarding data use, the more privacy-protective policy will govern with respect to Your Data.
• Data of Others: If you upload or provide data to Healya that is not about yourself (for example, if you as a caregiver input someone else's health readings, or if you upload a family medical history that includes info about relatives), you should have the rights or consent needed to do so. By uploading any data, you represent and warrant that you have the lawful right to submit that data to Healya for use in accordance with these Terms and our Privacy Policy. You also agree that if such data is someone else's personal information or PHI, you will treat it with confidentiality and only use it through Healya as authorized by that person or by law.
• Accuracy of Data: You are responsible for the accuracy, quality, and legality of the data you provide. We are not liable for any consequences that result from inaccurate or incomplete data that you or an authorized third party input into the Service. (For example, if you accidentally enter a wrong medication dosage and rely on an AI summary of that data, any confusion or issues arising are not the fault of Healya).
• Requests to Remove Content: You can delete your data from the Service using in-app features (like deleting an entry or disconnecting a data source) or by requesting account deletion (see Termination in Section 9 and the Privacy Policy for details on deletion). If you delete specific data items, we will stop displaying them and will remove them from our active databases, though residual backups may persist for a limited time as per our data retention policy.
• De-Identified and Aggregated Data: We may de-identify your personal information to remove personal identifiers (such that the data can no longer reasonably be linked to you) and use such de-identified data for legitimate purposes. For example, we might aggregate de-identified data to publish general insights or to improve our algorithms (e.g., learning common trends from a large set of users). De-identified and aggregated data contain no personal identifiers and is not considered "Your Data" under these Terms in the sense of personal data – however, we commit that:
  • We will not attempt to re-identify any de-identified data.
  • We will not share de-identified data with third parties in a manner that is intended to circumvent our commitment not to sell personal data or not to allow third parties to attempt re-identification.
  • Any sharing of de-identified data with research partners or similar will be done under agreements that prohibit re-identification and protect privacy.
• Intellectual Property in Service Outputs: Aside from Your Data, you acknowledge that the Service's processes, algorithms, and presentation of data involve Healya's intellectual property. For instance, if Healya generates a unique report layout or data visualization for you, you have the right to use and keep that report for personal use, but Healya retains any intellectual property rights in the tools and templates used to generate it. You agree not to take any proprietary format or source code from our outputs and reuse it outside the Service without permission. However, the content of the health insights or summaries that are about you are considered part of Your Data (as above) for your usage.
• Feedback and Suggestions: We welcome your feedback on the Service. If you choose to provide us with comments, suggestions, or ideas for improvement ("Feedback"), you acknowledge and agree that:
  • We may incorporate the Feedback in our products or services without any obligation to you.
  • You hereby grant to Healya a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate any Feedback into the Service or other products.
  • Feedback is not considered confidential information and we may use it openly. (Do not submit any Feedback that you consider proprietary or confidential.)
  • This section does not apply to any personal health data you provide as part of feedback (which remains protected as described above), but rather to suggestions about features or improvements in a general sense.
• Third-Party Data and Content: The Service may present data or content from third-party sources (for example, informational content about medications, general health education, or data fetched from your healthcare providers). All such third-party content is for your personal use within the Service. You must not redistribute third-party content from Healya without permission from the content owner, except for personal, non-commercial purposes allowed by law (such as printing a medical info sheet for your own use).
• Data Access by Healya Personnel: Our team will access Your Data only as necessary to provide the Service, assist you (e.g., support requests), or as otherwise described in the Privacy Policy. We implement strict access controls; for example, a support engineer might access your account data to troubleshoot a problem you reported, but they will maintain confidentiality of your information. By using the Service, you consent to this type of access under these limited circumstances.

In summary, you own your personal and health information, and Healya will use it only to serve you and improve your experience, under the protections of privacy law and our Privacy Policy. We claim no ownership over your personal data. If you terminate your account, we will handle your data as described in the Privacy Policy (generally removing or de-identifying it, subject to legal retention requirements).

6. AI Services and Medical Disclaimers

One of Healya's key features is the use of artificial intelligence (AI) to analyze your aggregated health data and provide you with insights. It's critical to understand the scope and limitations of these AI-driven features, and that Healya is not a healthcare provider.

AI-Generated Insights: The Service may produce a variety of outputs using AI algorithms, including but not limited to:

• Summaries of recent health data (for example, a synopsis of your last month of blood sugar readings).
• Possible explanations or hypotheses for patterns in your data (for example, noting that certain symptoms often coincide with certain activities or conditions).
• Suggestions of topics or questions you might want to discuss with your doctor (for instance, if the AI notices an out-of-range lab result, it might suggest asking your physician about it). These outputs are generated based on the information you provide. The AI does not have access to the full context of your medical history beyond what data you input or connect. Its analysis is limited to patterns it can detect in that data, combined with general medical knowledge it has been trained on.

Limitations of AI Outputs: You acknowledge that AI technology, while advanced, has limitations:

• AI-generated content might occasionally be incorrect, incomplete, or misleading. The system might make correlations or suggestions that do not actually apply to your personal health situation.
• The AI does not have judgment or the ability to account for every nuance a human healthcare provider would. It cannot ask clarifying questions if data is ambiguous, and it might not recognize rare conditions or atypical presentations.
• Any health insights from the AI are general in nature and based on patterns. They are not personalized medical advice tailored by a professional who has examined you.
• The AI might sometimes fail to identify a significant pattern or might generate false alarms. For example, it might flag a normal variation as a potential issue, or it might not catch a subtle sign that a clinician would notice. We continually work to improve the accuracy of these AI features, but you should not rely on them as a definitive source of truth about your health.

Not Medical Advice: Healya is not engaged in the practice of medicine. The Service and its content (including AI outputs, articles, prompts, or any other information provided by Healya) are for informational and educational purposes only. They are intended to support and empower you in understanding your health, but not to replace professional medical advice, diagnosis, or treatment. Specifically:

• No Doctor-Patient Relationship: Your use of Healya does not create a doctor-patient relationship between you and Healya or any of its personnel. We are a health data management and information tool, not a healthcare provider.
• Consult Professionals: Always seek the advice of a physician or other qualified healthcare provider with any questions you have regarding a medical condition or before making decisions about your health. The Service's outputs should be used as a companion to professional guidance, not a substitute.
• Do Not Self-Diagnose or Self-Treat: You should never ignore medical advice or delay seeking medical evaluation based on something you read in Healya. Likewise, do not start or stop any medication or treatment regimen solely because of information from the Service without consulting a doctor.
• Emergency Situations: Do not use Healya for medical emergencies or urgent situations. The Service is not designed to handle crisis or emergency communications. If you experience a medical emergency or severe symptoms, call 911 (in the U.S.) or seek immediate medical attention. Healya does not provide real-time monitoring or emergency intervention capabilities.
• Accuracy of Medical Content: If the Service provides general medical or wellness information (for example, generic educational content on conditions or lab tests), we strive to ensure that content is accurate and up-to-date, but we cannot guarantee it. Medical knowledge evolves rapidly. Always verify critical health information with credible sources or professionals.
• User Responsibility for Decisions: You assume full responsibility for how you use the information obtained from Healya. If you choose to rely on any information or tools provided by the Service, you do so at your own risk. It is your responsibility to use reasonable judgment: for example, use the AI insights as a prompt for further investigation or questions to ask your doctor, not as a conclusive answer.
• No Clinical or Diagnostic Service: Healya does not provide medical or clinical interpretations of data. For instance, while we might graph a lab value, we won't be diagnosing a condition from that lab. We might highlight that a value is outside the typical reference range (if that feature is available), but we won't tell you what disease you have—only a licensed healthcare provider can do that.
• External Resources: The Service might allow you to input notes or questions, perhaps even for the purpose of discussing with doctors (like a "doctor visit prep" feature). Understand that those notes are for your personal use; Healya is not directly communicating with your doctor. Ensure that any critical information is actually conveyed to your healthcare provider in person, via patient portal, or by other reliable means.

In summary, Healya's AI and other features are tools for information management and insight, not medical counsel. We strongly advise you to consult healthcare professionals for interpretation of any health data and before acting on any information from the Service.

Disclaimer on Warranties & Liabilities Related to Health Information: For emphasis, Section 10 (Disclaimer of Warranties) and Section 11 (Limitation of Liability) of these Terms include specific provisions that Healya makes no warranties as to the medical accuracy or fitness of information for your health situation, and disclaims liability for any harm resulting from use of the Service's information. Please read those sections carefully to understand the extent of these disclaimers.

7. Beta Service Disclaimer

As Healya is currently in beta, certain additional disclaimers and user understandings apply (some of which have been noted in Section 2). We reiterate and expand on them here for clarity:

• Service Provided "As Is" During Beta: The beta version of the Service is provided "AS IS" and "AS AVAILABLE," without warranties of any kind (see Section 10). Features are experimental and may not have been fully tested. Use caution and do not rely on the Service as your sole repository of health information or as a critical health management tool during this phase.
• Potential for Errors: You acknowledge that software bugs, glitches, and errors are expected in beta. For example:
  • Data might not sync correctly every time.
  • The application might crash or become temporarily unresponsive.
  • Some AI-generated insights might be clearly incorrect or repetitive.
  • Notifications might not fire at intended times or might fire erroneously. We ask for your patience and feedback on such issues.
• Data Integrity: While we implement encryption and security, the newness of the system means there could be edge cases where data is improperly saved or displayed. We recommend double-checking critical information (like ensuring that an important note you entered is indeed saved) and keeping backup copies for now.
• No Guaranteed Availability: The beta Service may undergo frequent maintenance or downtime. We may take the Service offline to deploy fixes or updates. There may be periods when certain features are disabled for troubleshooting. We will try to minimize disruption and may announce planned maintenance when feasible, but unplanned outages can occur.
• Support During Beta: Our support team will assist users on a best-effort basis. However, response times may be slower, and some issues may not be resolvable until a software update is released. We appreciate beta users' understanding in this.
• User Feedback Loop: A key part of beta is collecting user feedback. You may receive in-app prompts or emails asking about your experience or offering to collect survey responses. Participation is optional but highly valued. Any feedback you provide is subject to Section 5 (we can use it freely to improve the product).
• Feature Changes: A feature available today might be modified or removed tomorrow as we iterate. There is no guarantee that any specific feature or data format will persist into the final version. If a feature you rely on is slated for removal or change, we will try to inform beta users in advance via release notes or announcements.
• No Liability for Beta Issues: To the fullest extent permitted by law, Healya disclaims liability for any issues arising out of the beta nature of the Service. (See also Section 11.) This means, for example, if a bug in the app causes you inconvenience or even measurable harm (like you missing a doctor's appointment because a reminder failed), we are generally not liable for that. We want to hear about it and fix it, but the purpose of beta is to uncover such problems.
• Use for Intended Purpose Only: Because the Service is beta, users should stick to normal usage patterns. Do not try to exploit the beta in unintended ways (like testing how it handles extremely large data inputs not typical for personal health tracking, etc.). Such activities might not only violate our acceptable use policy but also skew our understanding of how real users use the Service. If you're unsure whether something is within intended use, feel free to ask us.
• Termination of Beta Access: We reserve the right to end or restrict any user's beta access if necessary. This could be for violation of Terms, or if we decide to limit the beta pool. We'll attempt fair practices (e.g., we wouldn't usually remove you for no reason), but participation in beta is not a guaranteed right. When beta ends, we may require users to upgrade to the general release version of the app or take other actions to continue using Healya.
• Transition to Production: When Healya transitions out of beta to a full release, these Terms might be updated to reflect the new status. We might also introduce commercial terms (for example, if any part of the Service will be paid or subscription-based, though beta users would be informed and likely given an option to continue or opt-out). Your data from beta, in principle, will carry over to the live service (unless you delete your account), but we might remove some testing data or reset certain features if needed. We will inform you of any such expected changes.

In summary, as a beta user, you are helping us shape Healya's future. We ask that you use the Service with an understanding of its developmental stage and agree that you assume the risks inherent in using beta software. We truly appreciate your participation and insights.

8. Intellectual Property Rights

Healya respects intellectual property rights and expects users to do the same. This section outlines the ownership and permitted use of intellectual property related to the Service:

• Healya's Proprietary Rights: The Service (including our website, mobile app, and all content, design, functionality, and software underlying or included in the Service, excluding Your Data as defined in Section 5) is the property of Healya and its licensors, and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. All rights, title, and interest in and to the Service, including without limitation all software, code, databases, graphics, user interface, informational content provided by us, and the compilation and arrangement of your data within the Service, are owned by Healya or its content and technology providers. Healya reserves all rights not expressly granted to you in these Terms.
• License to Use the Service: Subject to your compliance with these Terms, Healya grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to install and use our mobile application and to access and use the Service solely for your own personal (or your authorized dependent's) health management purposes. This license is provided only for lawful use in accordance with these Terms. You do not acquire any ownership interest in the Service or any part of it under this license.
  • You may download and install one copy of the Healya app on a mobile device or devices that you own or control, solely for your personal use of the Service.
  • You may access our website and services through standard web browsers for personal use.
  • Any third-party software (libraries, frameworks, etc.) included in the Service is licensed to you under the relevant third-party license terms (which will typically allow similar personal use).
• Restrictions: Except as explicitly permitted by these Terms or by law, you agree not to:
  • Copy, reproduce, distribute, or publicly display any part of the Service or its content (other than Your Data) without our prior written consent. (For example, you cannot copy our app's interface design and use it in another app, and you shouldn't scrape and publish content from our educational articles as if it were your own.)
  • Modify or create derivative works based on the Service. (This doesn't refer to your personal data outputs, but rather to our content and software. For instance, you can't take our code or visuals and build a modified version.)
  • Reverse engineer, decompile, or attempt to extract the source code of the software or any component of the Service, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  • Rent, lease, lend, sell, license, or sublicense the Service or any access to it to any third party.
  • Remove or obscure any copyright, trademark, or other proprietary notices contained in the Service. For example, if the app displays a "Powered by Healya" notice or copyright info, you should not hide or alter it.
  • Use any of Healya's logos, trademarks, service marks, or other branding without our prior written permission. This includes not using "Healya" or related logos in metatags or hidden text for any purpose that might suggest an association with us without authorization.
• Trademarks: "Healya," the Healya logo, and any other product or service names or slogans of Healya that may appear on the Service are trademarks or registered trademarks of Healya, Inc. (or its affiliates or licensors). They may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, product names, and company names or logos mentioned in the Service are the property of their respective owners. Reference to any third-party products, services, or content by name or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Healya.
• Open Source Components: The Service may include open source software components that are subject to their own licenses. To the extent required by the licenses of such open source components, the terms of those licenses (for example, certain MIT or Apache licensed modules) may be found in an "About" or "Open Source" section of our app or website, or we will provide them to you upon request. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms of any such open source software license.
• Content Provided by Healya: Any health content, text, graphics, images, or other material that Healya provides through the Service (such as educational articles, tips, or generic information) is for your personal use within the Service. You may not redistribute this content for commercial purposes. You are welcome to use and reference it for personal or non-commercial academic purposes (e.g., quoting a sentence in a school project, with attribution), but you cannot, for example, republish our content on your own website or app without permission.
• Third-Party Content and Links: The Service may include links or access to third-party websites or content (for instance, if we provide a link to a clinic's site or show an embedded video about how to measure blood pressure). These are provided for your convenience. Healya does not own or control third-party sites or content, and these Terms do not grant you any rights with respect to them. Your interactions with third-party sites are governed by those third parties' terms and privacy policies. We do not endorse or assume any responsibility for any third-party sites, information, materials, products, or services. If you leave our Service via a link, be aware that these Terms (and our Privacy Policy) no longer apply, and we are not liable for your use of those external platforms.
• Feedback License Clarification: As noted in Section 5, any Feedback you provide is completely voluntary and you grant Healya a license to use it without restriction. This is separate from your personal data. Feedback might include suggestions for new features or improvements. We want to ensure you understand that offering Feedback does not entitle you to any compensation or ownership interest in any improvements that may result.

Reservation of Rights: All rights not expressly granted to you in these Terms are reserved by Healya and its licensors. There are no implied licenses granted under these Terms. Unauthorized use of the Service or any content therein may violate intellectual property laws and other laws. We may terminate your access to the Service if you are found to be infringing intellectual property rights of others or violating these license terms (see Termination).

If you have questions about whether a certain use of the Service or content is allowed, please contact us at support@healya.ai for clarification.

9. Modifications, Suspension, and Termination

Changes to the Service: Healya is an evolving platform. We reserve the right to modify or discontinue (temporarily or permanently) the Service, or any portion or feature of the Service, at any time. This may include adding new features, changing or removing features, or updating the user interface or how the Service operates. We will endeavor to notify users of significant changes (for example, via an in-app notification or email for major changes), but there may be instances (especially for minor or technical adjustments) where changes are deployed without specific notice.

• If a change is likely to significantly affect the way you use or access the Service (beyond the normal scope of a beta update), we will try to provide advance notice or clear guidance.
• You acknowledge that we may release updates, patches, or new versions of the software, which may automatically install (depending on your settings) or may require you to update to continue using the Service. Keeping your software up-to-date is important for security and functionality.
• We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service, provided that if we discontinue the Service entirely, we will, if feasible, give you the opportunity to request a copy of your data (see below).

Downtime and Suspension: We strive to maintain high availability, but we may need to suspend or limit the Service for maintenance, emergencies, or if we suspect a security issue. We will attempt to schedule planned maintenance during low-usage hours and give notice, but we may not always be able to do so. We are not responsible for any loss due to Service unavailability.

Termination by You: You have the right to stop using the Service at any time. You may delete your account through the Service interface (if such feature is available) or by contacting us at support@healya.ai with a request to delete your account. Account deletion is governed by our data retention and deletion procedures in the Privacy Policy:

• Upon receiving a verified deletion request, we will deactivate your account and delete or de-identify your personal data, except where retention is required by law or legitimate purpose (we will inform you if applicable).
• Once your account is deleted, you will lose access to the Service and your data in it. If you wish to keep your data, request a copy of it (see Data Portability upon Termination below) before deleting your account. We have no obligation to retain your data after account deletion (beyond what the law requires).
• Keep in mind that uninstalling the app or ceasing to log in is not, in itself, an account deletion. If you want your data removed, ensure you go through the deletion process.

Termination or Suspension by Healya: We may suspend or terminate your access to the Service (in whole or part), or terminate these Terms with respect to you, at our discretion, upon notice to you (via email or in-app notification). In certain serious cases (like flagrant or repeated violations of these Terms, fraud, or actions that put other users or our systems at risk), we may do so immediately and without prior notice. Reasons for suspension or termination may include, but are not limited to:

• Breach of Terms: If you violate any provision of these Terms or other policies (like the Privacy Policy or an Acceptable Use Policy), we may suspend your account while investigating, and terminate if the violation is confirmed or not cured.
• Lawful Requirement: If we are required by law, court order, or a governmental authority to terminate your account, we will comply. Alternatively, if providing the Service to you becomes unlawful in your jurisdiction, we may terminate your access.
• Security Threats: If your account is, or is suspected to be, compromised, or if your use of the Service poses a security risk (for instance, you have infected files in your uploads), we may suspend to protect the system. We will make efforts to notify you and help resolve the issue if appropriate.
• Inactivity: If an account remains inactive for an extended period (e.g., 1 year) and we are unable to reach you, we reserve the right to deactivate or delete the account. We will usually send a warning to your registered email before taking action.
• Ceasing Operation: If we decide to discontinue the Service entirely, or sell/transfer it to another company, we may terminate accounts as part of that process. In the case of discontinuation, we will provide advance notice when possible and instructions on retrieving your data.
• Non-Payment: If you fail to pay fees owed (if any), we might suspend or terminate after giving you an opportunity to cure the non-payment.

Effect of Termination: Upon termination of your account, whether by you or by us:

• Your right to access or use the Service immediately ceases. You must stop using any licensed software (and ideally uninstall it) and you may not attempt to access the Service.
• We will handle Your Data in accordance with the Privacy Policy. Typically, this means your personal data will be scheduled for deletion or anonymization. However, we may retain data as needed for business records, legal compliance, dispute resolution, or enforcement of our rights (as permitted by law). For example, we might keep a log of that you agreed to these Terms, or records of transactions/support interactions for a certain time.
• Any provisions of these Terms that by their nature should survive termination will survive (see "Survival" in Section 15). This includes, but is not limited to, disclaimers of warranty, limitations of liability, dispute resolution clauses, and any licenses you granted to us (like to Feedback, or to use data in de-identified form).
• If your account is terminated by us due to a violation of Terms or unlawful behavior, we reserve the right to prevent you from creating a new account (for example, by blacklisting your email or device or taking other preventative measures).
• Termination does not relieve you of any obligations to pay any fees (if applicable in future) that may have accrued, or indemnification obligations for harm caused prior to termination.

Data Portability upon Termination: We value that users may want to take their data with them. If you terminate your account (or if we terminate not for misconduct but due to discontinuing service), we will, on request, provide you with a copy of your data in a portable, machine-readable format (such as JSON or PDF) before deletion, provided that:

• Your request is made promptly (e.g., within 30 days of termination).
• Fulfilling the request is technically feasible and allowed by law (we might not provide data if the law forbids it, or if it contains confidential info related to others, etc.). Requests for a copy of your data are fulfilled through our support team (contact privacy@healya.ai); we do not currently offer a self-service export feature. There is no charge for one copy of your data.

Suspension vs. Termination: In some cases, we may suspend your account or access rather than fully terminate. Suspension might be used while an issue is being resolved or investigated. During suspension, you cannot access your account or data, but the account isn't deleted. We will inform you of what steps you need to take (if any) to resolve the suspension (e.g., verifying your identity if suspicious activity was detected). If the issues are resolved, we will restore your access. If not, suspension may lead to eventual termination.

No Liability for Termination: To the extent permitted by law, Healya is not liable for any damages or losses (for example, loss of data or inability to use the Service) that result from terminating your account in accordance with these Terms. This does not mean we can terminate arbitrarily without consequence if law provides otherwise, but in general, following these Terms to terminate is agreed by you as an acceptable action.

We hope to never have to part ways with our users except on good terms. If you have any questions about managing or terminating your account, you can contact us at support@healya.ai.

10. Disclaimer of Warranties

Use at Your Own Risk: Healya provides the Service on an "AS IS" and "AS AVAILABLE" basis. Your use of the Service, including any reliance on data or information presented via the Service, is at your sole risk. To the maximum extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise in relation to the Service and your use thereof.

This includes, but is not limited to, the following specific disclaimers:

• No Implied Warranties: We specifically disclaim any and all implied warranties and conditions, including implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. We make no warranty that the Service will meet your particular requirements or expectations, whether medical, technical, or otherwise.
• Service Availability: Healya does not warrant that the Service will be uninterrupted, timely, secure, or error-free. We do not guarantee that the Service will be available at any given time, especially during the beta period (as noted, there may be downtime or maintenance). Any scheduling or uptime information we provide is a good-faith estimate, not a guarantee.
• Data Accuracy and Completeness: Healya does not warrant that any data or content (including health data aggregations, AI-generated content, or third-party-sourced information) provided through the Service is accurate, complete, or up-to-date. While we strive for accuracy, there could be errors in data processing, transcription, or in the source data itself. Always double-check important information, especially health metrics, with authoritative sources or your own records.
• Data Security: While we employ security measures and encryption, we do not warrant that the Service is immune from unauthorized access or attack. We cannot guarantee that our security measures will never be breached or that user data will remain absolutely secure. (However, we commit to notifying you of breaches as required by law – see Privacy Policy – but this is not a "warranty," it's a legal obligation.)
• Quality of Insights: We make no warranty regarding the quality, usefulness, accuracy, or reliability of any AI-generated insights or recommendations. Any health-related information is provided "as is" for your consideration and is not guaranteed to be correct or applicable.
• Third-Party Integrations: We do not warrant that connections to third-party services (like health record systems or wearables) will always function correctly or that those third parties will not change their services in ways that disrupt integration. Those services are outside our control, and their data is provided without our warranty.
• No Warranty of Error Correction: We do not guarantee that any errors or defects in the Service will be corrected immediately or at all. Although we aim to fix issues, the Service is complex software and may have unresolved issues.
• Beta Specific: During beta, especially, there are no warranties that the product is production-ready. We disclaim any warranty that might otherwise be implied about beta being of any particular quality grade or suitability.
• Informational Content: Any general health-related information or educational content provided by Healya is used at your own risk. We do not warrant that any such content is authoritative or suitable for use in making health decisions (again, always consult professionals).
• Device Compatibility: We do not guarantee that the Service will function on all devices or with all operating system versions. It's your responsibility to use compatible hardware and software (e.g., certain features might not work on older phones or out-of-date operating systems). The Service might have known incompatibilities that we are not obligated to remedy.
• Advice or Help from Support: If you receive any advice or information from Healya's support or staff (for example, troubleshooting advice, or clarification on using features), that does not come with any warranty either. You follow such advice at your own risk.
• Jurisdictional Differences: Some jurisdictions may not allow the exclusion of certain warranties. In such jurisdictions, some disclaimers in this section may not apply to you to the extent prohibited by law. For example, if your state doesn't allow disclaimer of an implied warranty of merchantability, then to the extent required by law, that specific implied warranty remains in effect, but only for the minimum duration and scope required by law.

User Data and Device: You assume all responsibility for any damage to your device, loss of use, or loss of data that results from the use of the Service or downloading of any material (to the extent the law allows us to disclaim such responsibility). We encourage you to have up-to-date anti-virus software and to be cautious in downloading or transferring data.

No Oral or Written Information Creates Warranty: You acknowledge that no advice or information, whether oral or written, obtained by you from Healya or through or from the Service shall create any warranty not expressly stated in these Terms.

Consumer Rights: If you are using the Service as a consumer (and not in a business capacity), you might have certain rights under your local law that cannot be waived by contract. These Terms are not intended to override any non-waivable rights you have under law. Instead, this section sets out the understanding that except for those mandated rights, the Service is provided without any additional warranties.

In summary, Healya provides a tool, but not a promise of outcomes. We want you to benefit from the Service, but we need to make clear that we cannot foresee or guarantee how it will work in every scenario or that it will always be perfect.

11. Limitation of Liability

Limitation on Types of Damages: To the fullest extent permitted by applicable law, in no event shall Healya, its parent company, affiliates, officers, directors, employees, agents, partners, or licensors (the "Healya Parties") be liable to you for any indirect, incidental, special, consequential, or punitive damages. This includes, without limitation, damages for loss of profits, loss of data, loss of goodwill, business interruption, personal injury, pain and suffering, emotional distress, or other intangible losses, arising out of or related to your use of (or inability to use) the Service, or from your reliance on any content obtained through the Service, or any conduct or content of any third party on the Service.

Examples of such disclaimed damages include:

• If the Service malfunctions and you miss an important medical reminder, resulting in a health setback or extra medical expenses, we are not liable for those costs or damages.
• If your data is lost or corrupted on our Service and you incur costs to recover it or suffer consequences because of that loss, we are not responsible for those consequences (beyond what we may do in goodwill or as required by law).
• If you experience any mental anguish or distress due to something like an AI giving an alarming but incorrect suggestion, we are not liable for the emotional distress.
• If a third party gains unauthorized access to your data despite our security measures, and misuses it, we will address it as per law and our Privacy Policy, but we are not liable for indirect harms (like if you face identity theft issues or other impacts beyond direct losses we can cover).
• If you have a dispute with a third-party integration or another user (like a caregiver you gave access to), Healya is not responsible for that dispute or any related damages.

Limitation on Amount of Liability: To the fullest extent permitted by law, the maximum aggregate liability of the Healya Parties to you for any and all claims arising out of or relating to the Service or these Terms, regardless of the form of the action (e.g., contract, tort, statutory, etc.), shall be limited to the greater of: (a) the total amount of fees (if any) you paid to Healya for the Service in the 12 months immediately preceding the event giving rise to the claim; or (b) USD $100.00.

This means if, for example, we eventually charge a subscription and you paid $50 in the last year, our liability is capped at $100 (because that's greater than $50). If the Service is free (using special promo code during Beta testing) and you paid $0, our liability is capped at $100. This cap is cumulative, not per incident. Multiple claims will not enlarge the cap. Once $100 (or the alternative amount if greater) is paid, the Healya Parties have no further liability for any additional claims or damages.

Application of Limitations: The limitations of liability specified in this section apply whether the alleged liability is based on contract, tort (including negligence), strict liability, or any other basis, even if the Healya Parties have been advised of the possibility of such damage, and even if any limited remedy fails of its essential purpose.

Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain damages. For example, certain states do not allow limitation of liability for personal injury caused by negligence, or for gross negligence or willful misconduct. Additionally, under product liability laws, there might be non-waivable liabilities. Nothing in these Terms is intended to exclude or limit liability that cannot be excluded or limited by law. Specifically:

• If applicable law prohibits us from excluding implied warranties or limiting liability for certain types of harm, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under that applicable law.
• The limitations and exclusions in this section do not apply to the extent they are prohibited by law. For instance, if a law does not allow the limitation of liability for death or personal injury caused by our negligence, we do not limit or exclude liability for that (though we of course strive never to have such issues).
• If you are a resident of a state that does not allow the exclusion of incidental or consequential damages, the above limitation or exclusion may not apply to you, and you may have rights that vary from state to state.

No Liability for Data or Content: Healya and its affiliates will not be responsible for any liability arising out of content provided by you or a third party (such as a caregiver or data from an external source) or for any content that is lost or removed from the Service. It is your responsibility to maintain appropriate backups of your data.

Release: To the extent permissible by law, you hereby release the Healya Parties from any and all claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and any third parties in connection with the Service. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor."

Indemnity and Limitation Interplay: Keep in mind that the Indemnification section (Section 12) means if a third-party sues Healya due to your actions, you may need to cover that, whereas this Limitation of Liability section is about if you try to claim against Healya. Both work together to allocate risk appropriately.

In summary, Healya's liability to you is limited both in type of damages and amount. This allocation of risk is an essential part of the bargain between you and us; the Service would not be provided without these limitations. Please consider the risk of using the Service (especially a beta) and, if you find it unacceptable, do not use Healya.

12. Indemnification

Your Agreement to Indemnify: You agree to defend (at our request), indemnify, and hold harmless Healya, its parent company, affiliates, and their respective officers, directors, shareholders, employees, contractors, agents, and representatives (the "Indemnified Parties") from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim, allegation, action, proceeding, or investigation ("Claim") arising from or related to:

• Your Use of the Service: Any use (or misuse) of the Service by you or through your account, including, but not limited to, any content you submit, post, or transmit through the Service, and any data or information obtained from the Service. For example, if you use Healya to share another person's data without authorization and that person sues us, you would indemnify us.
• Breach of Terms: Your violation of these Terms or any other applicable terms, policies, or agreements with Healya. This includes breaches of the Acceptable Use rules in Section 4 or breaches of representations and warranties you have made (such as claiming you have authority to create an account for someone when you do not).
• Violation of Law or Rights: Your violation of any law, regulation, or the rights of any third party in connection with your use of the Service. For instance, if you infringe someone's intellectual property or privacy rights using our Service, or commit a crime using the Service (e.g., using it in connection with fraudulent activity), and that results in a claim against us, you will defend and indemnify us.
• Negligence or Misconduct: Any negligent or willful misconduct by you related to your use of the Service. For example, if you intentionally introduce a virus or otherwise damage our system, and that causes harm to others or triggers legal claims, you would cover those claims.
• Content You Provide: Any claim that Your Data or content provided by you (or by someone using your account) infringes or misappropriates the intellectual property, privacy, or other rights of a third party, or has caused harm to a third party (like defamation or emotional distress).

Procedure: If we seek indemnification from you under this Section:

• We will promptly notify you in writing of the Claim (provided, however, that failure to promptly notify will only affect your obligations to the extent you are materially prejudiced by that failure).
• You will, upon our request, immediately assume the defense of the Claim. We reserve the right, at our option, to assume exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you will cooperate with us and reimburse us for costs reasonably incurred in the defense).
• If you are defending, you may not settle the Claim without our prior written consent if the settlement would involve admission of wrongdoing by the Indemnified Parties, impose any non-monetary obligation on them, or does not fully release the Indemnified Parties from liability. If you want to settle a Claim solely for money that you pay and that fully releases the Indemnified Parties, we will not unreasonably withhold consent.
• We will have the right to participate in the defense of the Claim with counsel of our choice at our own expense (except that if you fail or refuse to adequately defend, then reasonable attorneys' fees of ours in defending shall be borne by you).

Additional Protections: In some cases, relevant law (like certain state or federal laws) might provide us immunity or reduced liability for content posted by users or for providing certain services. This indemnification provision operates in addition to any such protections and is not intended to limit their application.

Continued Obligations: Your indemnification obligations will survive any termination of your account or these Terms. That is, even if you stop using the Service or delete your account, if a Claim arises based on your use or actions while you were a user, the obligation to indemnify will still apply.

We appreciate that most users will never need to worry about this section because they use Healya responsibly. This is a precautionary measure to protect Healya from risks outside of our control arising from user behavior.

13. Governing Law

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or your use of the Service shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to any conflict of laws principles that would cause the laws of another jurisdiction to apply.

Key points to note:

• Delaware Law: We are specifying Delaware law because Healya is a Delaware C-Corp, and having a uniform governing law helps ensure consistency in interpretation of these Terms.
• Exclusion of Other Law: We explicitly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (often called the Vienna Convention) to these Terms. That treaty does not apply here.
• If you are accessing the Service from a location outside Delaware or even outside the U.S., you agree that Delaware law will still govern (to the extent allowed by local law – if some consumer protection law in your state must apply, then it might override, but generally we try to choose a single governing law).
• Applicability of Federal Law: In some areas, U.S. federal law may preempt state law (for example, in certain aspects of intellectual property or in enforcement of the arbitration agreement via the Federal Arbitration Act). Where federal law applies, it will govern accordingly (for instance, as mentioned below, the arbitration clause is governed by the Federal Arbitration Act).
• Public Policy Exception: Nothing in this governing law clause is meant to suggest you waive any protections of the law of your own state or country that cannot be waived by contract (for example, if you're a consumer in a state with certain mandatory protections). But to the maximum extent permitted, Delaware law will apply.

By choosing Delaware law, we aim for predictability in how these Terms will be interpreted. Delaware is known for its well-developed body of corporate and contract law, which can be beneficial for both companies and users in terms of clearly understanding rights and obligations.

14. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. It requires you to arbitrate disputes with Healya and limits the manner in which you can seek relief. By entering into these Terms, you and Healya are each waiving the right to a trial by jury or to participate in a class action.

14.1 Informal Resolution: We want to address your concerns without the need for a formal legal dispute. If you have an issue or dispute with Healya, you agree to first try to resolve it by contacting us at support@healya.ai or via the support channels in the app. We will try to respond promptly and in good faith to resolve the dispute. If we are not able to resolve the dispute within 30 days of your initial contact (or another mutually agreed timeframe), then either party may proceed to the next step, which is arbitration (or small claims court or court for certain exceptions as noted below).

14.2 Agreement to Arbitrate: Except for the Exceptions described in Section 14.3 below, you and Healya agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service or relating in any way to the relationship between you and Healya (collectively, "Disputes") will be resolved solely by binding arbitration on an individual basis, rather than in court.

This arbitration agreement is governed by the Federal Arbitration Act (FAA) because the Service involves interstate commerce. The arbitrator will apply Delaware law consistent with the FAA (and will honor claims of privilege recognized at law).

14.3 Exceptions: Notwithstanding the paragraph above, the following types of disputes will not be subject to arbitration:

• Small Claims: If your claim is within the jurisdictional limit of your local small claims court, you or Healya may choose to take the dispute to small claims court rather than arbitration. If a dispute is filed in small claims court, it should remain in that court and not be removed or appealed to a higher court (provided that the dispute remains on an individual (non-class) basis).
• Intellectual Property Enforcement: Either party may seek injunctive or other equitable relief in a state or federal court for the unauthorized use of intellectual property, such as trademarks, trade secrets, copyrights, or patents. (For example, if you were to misuse Healya's trademarks or if someone misappropriated Your Data, these might prompt immediate court action to prevent further misuse.)
• Opt-Out (as detailed in 14.8): If you opt out of arbitration properly (see below), then this arbitration agreement does not apply to you.
• Government and Regulatory Actions: This arbitration agreement does not prevent either party from reporting issues to federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf or on behalf of a class.

14.4 Class Action Waiver: You and Healya agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any class, collective, or representative action. The arbitrator shall not consolidate or join the claims of multiple parties and shall not have authority to hear any class or collective arbitration. You are waiving any ability to bring or participate in a class or representative action (either in court or arbitration).

If this Class Action Waiver is found to be unenforceable, then the entirety of the arbitration agreement (except for this sentence) shall be null and void. In such case, the dispute must be brought exclusively in court (subject to Section 14.6 regarding venue), and not in arbitration.

14.5 Arbitration Procedures: Arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules in effect at the time of the dispute, except as modified here. If the AAA is not available or will not handle a matter, and if the parties cannot agree on a substitute, a court of competent jurisdiction can appoint an arbitrator pursuant to 9 U.S.C. § 5.

• Initiating Arbitration: To begin an arbitration, you or Healya must submit a demand for arbitration to the AAA (or agreed administrator) and provide a copy to the other party. The arbitration demand must include a description of the claim and the desired relief (this is similar to what a lawsuit filing would contain).
• Arbitration Fees: Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. If you are the one initiating arbitration, you will need to pay the AAA's filing fee (unless they waive it for you due to financial hardship or AAA's consumer rules state otherwise). Healya will pay any remaining AAA and arbitrator fees for non-frivolous claims (in accordance with AAA rules). We won't seek attorneys' fees from you in arbitration unless the arbitrator finds that your claims were frivolous or brought in bad faith (as measured by legal standards like those under Federal Rule of Civil Procedure 11).
• Arbitration Location: You may choose to have the arbitration conducted:
  • In the county (or parish) where you live (as per your most recent address on file with us),
  • In Wilmington, Delaware, or
  • Via telephone, video conference, or solely based on written submissions. The arbitrator has discretion to require an in-person hearing if they believe it would be necessary for a fair outcome, but they should consider cost-reduction and efficiency in making that decision.
• Arbitration Conduct: The arbitration will be conducted in English. Each party will have the opportunity to present evidence and arguments to the arbitrator. The arbitrator is empowered to resolve the dispute with the same remedies a court could order (including individual damages, injunctive relief, etc.), but 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. The arbitrator must follow applicable substantive law and the terms of these Terms. The arbitrator can award attorneys' fees and costs if the law or these Terms allow.
• Arbitration Award: The arbitrator will issue a written decision explaining the essential findings and conclusions on which any award is based. The arbitrator's award is binding and final, except for a limited right of appeal under the FAA. A judgment on the arbitration award may be entered in any court having jurisdiction.
• Confidentiality: The arbitration proceedings, including but not limited to any documents prepared or produced in the arbitration and the arbitral award, shall be confidential and not publicly disclosed except to the extent necessary to enforce the award or as required by law.
• Severability: If any portion of this arbitration agreement (except the Class Action Waiver) is found unenforceable, the remainder will remain in effect. If the Class Action Waiver is found unenforceable, as noted, this entire arbitration section will be null and void.

14.6 Venue for Litigation: If for any reason a Dispute proceeds in court rather than in arbitration (for instance, if you opt-out of the arbitration agreement, or if a court of competent jurisdiction finds the arbitration agreement unenforceable, or if a claim falls under the Exceptions and is brought in court), then such Dispute shall be instituted exclusively in the federal or state courts located in the State of Delaware. You and Healya consent to the exclusive jurisdiction and venue of such courts and waive any objection that such courts represent an inconvenient forum.

For clarity: Delaware courts (state or federal) will be the venue for any allowed court litigation between you and Healya, except small claims or IP claims as noted which might occur elsewhere (like small claims in your county, or a trademark claim in a different federal court). But if a case is ineligible for arbitration and not small claims or IP injunctive matter, it goes to Delaware.

14.7 Jury Trial Waiver: To the extent any dispute is determined to be not subject to arbitration, you and Healya each waive any right to a jury trial to the fullest extent permitted by law. (This is moot if we arbitrate because there's no jury in arbitration, but if in court, we agree to waive jury.)

14.8 30-Day Opt-Out Right: You have the right to opt out of this arbitration agreement. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 14, you must notify us in writing within 30 days of first accepting these Terms (unless a longer period is required by applicable law). Your written notice must include:

• Your name,
• The email address associated with your Healya account,
• A clear statement that you wish to opt out of the arbitration agreement in the Healya Terms & Conditions.

You must send your opt-out notice to us by email at legal@healya.ai or via U.S. mail to: Healya, Inc., Attn: Legal Department – Arbitration Opt-Out, 7486 La Jolla Blvd #1046, 92037 La Jolla, California. If sent by mail, it must be postmarked within the 30-day period.

If you properly opt out, neither you nor Healya can require the other to arbitrate as per this Section. Opting out will not affect any other sections of these Terms, including any other dispute resolution terms (for instance, the governing law or venue for litigation will still apply). An opt-out only applies to the arbitration agreement; it doesn't opt you out of other parts of the Terms.

14.9 Continued Applicability: This arbitration agreement will survive any termination of your account or this agreement. Any amendments to this section will not affect any then-pending or previously asserted claims/arbitrations of which we have notice, unless you agree otherwise.

By agreeing to these Terms, you acknowledge that you have read and understood this arbitration agreement, and that you understand you are giving up your right to a trial by jury and to participate in a class action.

15. Miscellaneous

This section covers additional important terms that don't fit neatly elsewhere:

15.1 Entire Agreement: These Terms (together with the Privacy Policy and any additional guidelines, rules, or terms provided by Healya for specific features or offers, which are incorporated by reference) constitute the entire agreement between you and Healya with respect to the Service, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding the Service. In case of a conflict between these Terms and any other document incorporated herein, these Terms will generally control; however, if the conflict is with the Privacy Policy regarding data handling, the Privacy Policy will control for that issue.

15.2 Amendments: Any amendment or modification to these Terms (aside from updates we make under Section 1 or required by law) must be in a writing expressly stating it is an amendment to these Terms and signed by an authorized representative of Healya. You cannot unilaterally alter these Terms; for instance, writing in suggestions or changes and sending them to us has no effect. However, if you and we have a negotiated agreement (e.g., a special contract for an enterprise usage) that is intended to supersede these Terms, that could override these terms for the specified use.

15.3 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (if possible), and if modification is not possible, it shall be severed from these Terms. All other provisions of these Terms shall remain in full force and effect. For example, if the arbitration clause were found unlawful, the rest of the Terms remain valid, but as noted, the class waiver would likely sever the whole arbitration section if invalid.

15.4 No Waiver: No waiver by Healya of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or any other term. Likewise, any failure by Healya to assert a right or enforce a provision under these Terms is not a waiver of that right or provision. For instance, if you breach the Terms and we don't immediately act, we still have the right to act later or in any future situation where you breach the same or another term.

15.5 Assignment: Healya may assign or transfer these Terms (in whole or in part), or any of its rights or obligations hereunder, to any person or entity at any time with or without your consent (for example, in the event of a corporate merger, acquisition, sale of assets, or by operation of law). These Terms will inure to the benefit of Healya's successors and assigns. You may not assign or transfer these Terms or any rights or obligations hereunder to any other party without our prior written consent; any attempt to do so without consent is void. However, the foregoing restriction does not prevent someone, for example, from using your account as a caregiver if authorized per these Terms, but you cannot outright transfer your account to someone else without our permission.

15.6 Relationship of Parties: You and Healya are independent contracting parties. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. You are not an agent or representative of Healya, and you shall not hold yourself out as such. You have no authority to bind Healya or incur obligations on Healya's behalf.

15.7 Third-Party Beneficiaries: Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms. This means that no person other than you and Healya (and our respective successors/assigns) has the right to enforce any provision of these Terms. (One possible express provision: if the Indemnification section confers rights on Indemnified Parties besides Healya, they could be seen as intended beneficiaries for that purpose.)

15.8 Force Majeure: Healya will not be liable for any delay or failure to perform as required by these Terms (or for any damages caused by such delay or failure) if the delay or failure is caused by conditions beyond its reasonable control (each a "Force Majeure" event). This includes, without limitation, acts of God, natural disasters (e.g., earthquakes, floods), fire, epidemics or pandemics, strikes or labor disputes, war or terrorism, civil disturbances, governmental actions, Internet or utility failures, and other similar events. During such events, our obligations are postponed until we can resume normal operations. We will attempt to notify users and provide updates if a Force Majeure event significantly disrupts Service availability or our ability to communicate.

15.9 Communications and Notices: Healya may provide notices to you via email (to the address associated with your account), through the Service (such as in-app notifications or alerts), or by mail (if you've provided a mailing address). You are responsible for ensuring that your contact information is up-to-date. Notices sent by email will be deemed given 24 hours after the email is sent, unless we receive a bounce-back indicating the address is invalid. Notices via the Service interface are deemed given when posted or made visible. Official legal notices to Healya (such as subpoenas, or asserting a dispute formally) should be sent to our mailing address listed in Section 16, Attn: Legal Department.

15.10 Export Compliance: The software and Service may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country or region that is subject to U.S. trade sanctions (e.g., Iran, North Korea, Syria, the Crimea region, etc.), and that you are not on any U.S. government list of prohibited or restricted parties (like the Specially Designated Nationals list). You shall not, directly or indirectly, export, re-export, or transfer the Service or any part thereof to any such country or person, or for any prohibited end-use (like in connection with nuclear, chemical/biological weapons, or missile tech, contrary to U.S. law).

15.11 U.S. Government Users: If you are a U.S. government end user, our software and Service are provided as "Commercial Items" as that term is defined at 48 C.F.R. §2.101, and with only those rights as are granted to all other users pursuant to these Terms.

15.12 Headings and Interpretation: Headings of sections (like "15. Miscellaneous") are for convenience only and have no legal effect. In interpreting these Terms:

• The word "including" (and similar terms like "for example") is to be understood as "including, without limitation".
• The singular includes the plural and vice versa.
• If we say "may" do something, that means we're allowed to but not obligated to do it. "Must" or "will" are obligatory.
• If any ambiguity or question of intent arises, these Terms will be construed as if drafted jointly by both parties and no presumptions or burdens of proof will arise favoring any party by virtue of authorship of these provisions.

15.13 Language: These Terms are written in English. If we provide a translation, it is for convenience only. The English version will control.

15.14 Contact and Customer Service: For any questions about these Terms or the Service, you may contact customer support as described in Section 16 below.

15.15 Survival: Any provisions of these Terms which by their nature should survive termination (whether of your account or of these Terms as a whole) shall survive, including but not limited to: Sections 5 (User Data & Ownership), 6 (Medical Disclaimers), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law), 14 (Dispute Resolution & Arbitration), and this Section 15 (Miscellaneous), as well as any license you granted to Healya or any agreements regarding ownership and use of data and content.

These Miscellaneous terms ensure that the legal understanding is clear and cover various scenarios for completeness.

16. Contact Information

If you have any questions, concerns, or feedback about these Terms or the Service, or need to contact us for any reason (including to provide any notices as required under these Terms), you can reach us at:

Healya, Inc.
7486 La Jolla Blvd #1046, La Jolla, CA 92037

Email (Support): support@healya.ai
Email (Legal/Notices): legal@healya.ai

We will do our best to respond to your inquiries promptly. Please note that communications via email may not be secure, so do not include sensitive information in any initial contact.

By using the Healya Service, you acknowledge that you have read and understood these Terms & Conditions and agree to be bound by them. Thank you for choosing Healya as your digital health companion.